Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. Pursuant to the terms of the Administration Agreement, the Administrator will indemnify or will cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Administrator Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided(who may, howeverunless there is, that, in the event that there may be a conflict between the positions as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator in conducting nor the defense of such claim, Servicer will be liable to the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and under this Section for any legal or other expenses of which shall be paid subsequently incurred by the Administrator on behalf Indenture Trustee in connection with the defense thereof, other than reasonable costs of the Issuerinvestigation. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Administrator’s, the Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture 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 5.1(iv5.01(e) or (vf) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the IssuerSeller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Indenture Trustee shall cause withdraw from the Depositor to Payment Account on each Payment Date and pay to itself the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementFee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. In addition, the Indenture Trustee shall withdraw from the Payment Account on each Payment Date and pay to the Owner Trustee the Owner Trustee Fee and its Expenses. The Issuer shall cause reimburse the Administrator Indenture Trustee and the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's or the Owner Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its directors, officers, employees and agents hold it harmless against any and all claim, tax, penalty, loss, liability or expense (including attorneys’ fees' fees and expenses) of any kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder and under any of the other Basic Documents. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled counsel. The Issuer is not obligated to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee and the Owner Trustee pursuant to this Section 6.07 shall survive the discharge of this IndentureIndenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Depositor Administrator to, pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services as agreed in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementwriting. 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 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 shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability liability, claim, damage or expense (including attorneys’ reasonable and documented legal fees and 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 Indenture Trustee of any indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not relieve the Issuer Issuing Entity or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuing Entity shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(a)(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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. The Issuing Entity shall, or shall cause the Administrator to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability liability, claim, damage or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer Issuing Entity shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Indenture Trustee shall cause withdraw from the Depositor to Payment Account on each Payment Date and pay to itself the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementFee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In addition, the Indenture Trustee shall withdraw from the Payment Account on each Payment Date and pay to the Owner Trustee the Owner Trustee Fee and its Expenses. The Issuer shall cause reimburse the Administrator Indenture Trustee and the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s or the Owner Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its directors, officers, employees and agents hold it harmless against any and all claim, tax, penalty, loss, liability or expense (including attorneys’ feesfees and expenses) of any kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder and under any of the other Basic Documents. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled counsel. The Issuer is not obligated to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee and the Owner Trustee pursuant to this Section 6.07 shall survive the discharge of this IndentureIndenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses including the reasonable expenses and disbursements of its counsel incurred or made by it as provided in such separate agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all losslosses, liability claims, actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as Indenture Trustee) or expense expenses (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation and removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(d) or (ve) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; providedPROVIDED, howeverHOWEVER, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor -------------------------- Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a -------- ------- conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the 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 the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and Trustee, its directors, officers, employees officers and agents against for, and to hold it harmless against, any and all loss, liability or expense (including attorneys’ feesfees and disbursements) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and under expenses of defending itself against any claim or liability in connection with the other Basic Documentsexercise or performance of any of its powers or 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. . (b) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses including the reasonable expeses and disbursements of its counsel incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation and removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(d) or (ve) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuer, pursuant to Section 3 of the Administration Agreement, shall cause the Depositor Administrator to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Administrator and the Indenture Trustee and shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Depositor Administrator to, pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services as agreed in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementwriting. 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 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 shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability liability, claim, damage or expense (including attorneys’ reasonable and documented legal fees and 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 Indenture Trustee of any indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not relieve the Issuer Issuing Entity or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuing Entity shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with pursuant to a separate fee agreement between the Depositor NMAC and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection and the costs of implementing any Currency Swap Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees) 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 and under the other Basic Documentsor thereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder. The Administrator shall cause the Servicer to defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause the Administrator Servicer to defend pay the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The IssuerAdministrator’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(f) or (vg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Administrator Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided(who may, howeverunless there is, that, in the event that there may be a conflict between the positions as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator in conducting nor the defense of such claim, Servicer will be liable to the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and under this Section for any legal or other expenses of which shall be paid subsequently incurred by the Administrator on behalf Indenture Trustee in connection with the defense thereof, other than reasonable costs of the Issuerinvestigation. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Administrator's, the Issuer’s 's and the Servicer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture 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 5.1(iv5.01(e) or (vf) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the IssuerSeller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition 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 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 Administrator to indemnify the Indenture Trustee and Trustee, its officers, directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the any additional legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic DocumentsAccount Agreement. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture, the maturity of the Notes and the resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Administrator Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided(who may, howeverunless there is, that, in the event that there may be a conflict between the positions as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator in conducting nor the defense of such claim, Servicer will be liable to the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and under this Section for any legal or other expenses of which shall be paid subsequently incurred by the Administrator on behalf Indenture Trustee in connection with the defense thereof, other than reasonable costs of the Issuerinvestigation. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the IssuerSeller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s issuer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor -------------------------- Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, -------- however, that, in the event that there may be a conflict between the positions ------- of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Administrator Servicer shall not relieve the Issuer Administrator or the Servicer of its obligations hereunder. In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided(who may, howeverunless there is, that, in the event that there may be a conflict between the positions as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator in conducting nor the defense of such claim, Servicer will be liable to the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and under this Section for any legal or other expenses of which shall be paid subsequently incurred by the Administrator on behalf Indenture Trustee in connection with the defense thereof, other than reasonable costs of the Issuerinvestigation. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Administrator’s, the Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture 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 5.1(iv5.01(e) or (vf) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the IssuerSeller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, claim, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable shall be entitled, as compensation for its services in accordance with services, a separate agreement between fee to be paid by the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it Master Servicer as provided in such separate agreementthe Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services (as provided in the Transfer and Servicing Agreement). Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee Trustee, any co-trustee and its directorstheir respective employees, officersdirectors and agents, employees as provided in the Transfer and agents Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without limitation, the execution and under the other Basic Documentsfiling of any information returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Trust Administrator shall not relieve the Issuer or the Trust Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for Indenture Trustee and any co-trustee may have separate counsel and the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee counsel shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator payable on behalf of the IssuerIssuer from funds in the Collection Account. Neither the The Issuer nor the Administrator 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 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (vvi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to As compensation for its -------------------------- services hereunder, the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and shall be entitled to receive, on each Payment Date, the Indenture Trustee and shall cause Trustee's Fee, payable by the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s Servicer (which compensation shall not be limited by any law on compensation of a trustee of an express trust), and shall be entitled to reimbursement from the Servicer 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, if any, of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Administrator Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Servicer shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator Servicer to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for or shall cause the legal Servicer to pay the fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through to the extent attributable 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. When the Indenture Trustee incurs expenses after the in connection with occurrence of a Default specified in Section 5.1(iv5.01(a)(v) or (vvi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall -------------------------- cause the Depositor Administrator to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; providedPROVIDED, howeverHOWEVER, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer pursuant to Section 3.9 of the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 Administrator Servicer pursuant to Section 3.9 of the Pooling and Servicing Agreement 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 the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall cause the Servicer pursuant to the Pooling and Servicing Agreement to indemnify the Indenture Trustee in accordance with Section 6.2 of the Pooling and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic DocumentsServicing Agreement. The Indenture Trustee shall notify the Issuer and the Administrator Servicer 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful wilful 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. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause -------------------------- the Depositor Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the -------- ------- positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuer, pursuant to Section 3 of the Administration Agreement, shall cause the Depositor Administrator to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Administrator and the Indenture Trustee and shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ feesfees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Trust Depositor to pay to the Indenture Trustee on each Remittance Date such reasonable compensation for its services in accordance with pursuant to a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrust 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 Administrator Trust Depositor 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 the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Trust Depositor shall not relieve the Issuer or the Administrator Trust Depositor of its obligations hereunder and or under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the IssuerTrust Agreement. Neither the Issuer nor the Administrator Trust Depositor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 such Section 7.05 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 Secured Parties and (ii) the Indenture 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 Indenture Trustee shall receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement in accordance with the Priority of Payments, 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. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclauses (iv) or (v) of the definition of “Event of Default” with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable As compensation for its services in accordance with a separate agreement between the Depositor and hereunder, the Indenture Trustee and shall cause the Depositor be entitled to reimburse receive, on each Distribution Date, the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s 's Fee pursuant to Section 8.2(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust) and shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Administrator Servicer to indemnify the Indenture Trust Estate and the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Servicer shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator Servicer to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for or shall cause the legal Servicer to pay the fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.1(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall, or shall cause the Depositor Administrator to, pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its services as agreed in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementwriting. 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 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 shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee. The Issuing Entity shall, or shall cause the Administrator to, pursuant to the Administration Agreement, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability liability, claim, damage or expense (including attorneys’ reasonable and documented legal fees and 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 Indenture Trustee of any indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not relieve the Issuer Issuing Entity or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuing Entity shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The IssuerIssuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(a)(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee have separate counsel and the Administrator in conducting the defense of such claim, the Indenture Trustee Issuer shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall cause the Depositor to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services services. The Indenture Trustee shall be compensated and indemnified by the Seller in accordance with a separate agreement between Section 4(b) of the Depositor Administration Agreement, and all amounts owing to the Indenture Trustee and hereunder in excess of such amount shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it be paid solely as provided in such separate agreementSection 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 Issuing Entity shall cause reimburse the Administrator Indenture Trustee for all Trustee Additional Expenses, in addition to the compensation for its services. The Issuing Entity shall indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Issuing Entity promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Issuing Entity shall not relieve the Issuer or the Administrator Issuing Entity of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuing Entity shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee have separate counsel and the Administrator in conducting the defense of such claim, the Indenture Trustee Issuing Entity shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer nor the Administrator need The Issuing Entity 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 Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable As compensation for its services in accordance with a separate agreement between the Depositor and hereunder, the Indenture Trustee and shall cause the Depositor be entitled to reimburse receive, on each Payment Date, the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made Trustee's Fee, payable by it as provided in such separate agreement. The Indenture Trustee’s the Servicer (which compensation shall not be limited by any law on compensation of a trustee of an express trust), and shall be entitled to reimbursement from the Servicer 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, if any, of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall agrees to cause the Administrator Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Servicer shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator Servicer to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for or shall cause the legal Servicer to pay the fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through to the extent attributable 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. When the Indenture Trustee incurs expenses after the in connection with occurrence of a Default specified in Section 5.1(iv5.01(a)(v) or (vvi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator pursuant to the Deposit and Administration Agreement to pay to the Indenture Trustee reasonable from time to time such compensation as agreed upon from time to time for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 Administrator pursuant to the Deposit and Administration Agreement to reimburse the Indenture Trustee for all 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 cause the Administrator pursuant to the Deposit and Administration Agreement to fully indemnify the Indenture Trustee and its directors, officers, employees and agents any predecessor Indenture Trustee against any and all loss, liability liability, claim, damage or expense (including attorneys’ feesthe fees and expenses of either in-house counsel or outside counsel, but not both) incurred by it in connection with the acceptance and administration of this trust including costs and expenses of defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall shall, upon a Responsible Officer obtaining actual knowledge thereof, 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v5.1(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Administrator's payment obligations pursuant to this Section 6.7 shall be subject to the provisions of Section 11.16 and Section 11.17.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, 38 the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee and the Indenture Administrator reasonable compensation for its their respective services in accordance with a separate agreement between the Depositor Depositor, the Indenture Trustee and the Indenture Trustee Administrator and shall cause the Depositor to reimburse the Indenture Trustee and the Indenture Administrator for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s 's and the Indenture Administrator's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee Trustee, the Indenture Administrator and its their respective directors, officers, employees and agents against any and all loss, liability liability, claim or expense (including attorneys’ including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. The Indenture Trustee and the Indenture Administrator shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the Indenture Administrator, as the case may be, to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Indenture Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it them in its their sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee and the Indenture Administrator through the Indenture Trustee’s 's or the Indenture Administrator's, as the case may be, own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee and the Indenture Administrator pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs and the Indenture Administrator incur expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and services. The Issuer shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition to the compensation for its services. The Such expenses shall include the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust's agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and or under the Sale and Servicing Agreement or under any other Basic DocumentsDocument. 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 and under if no prejudice to the other Basic DocumentsIssuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee and the Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection and the costs of implementing any Swap Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder. The Administrator shall defend or shall cause the Servicer to defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall not relieve the Issuer pay or the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause the Administrator Servicer to defend pay the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(f) or (vg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable shall be entitled, as compensation for its services in accordance with services, a separate agreement between fee to be paid by the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it Master Servicer as provided in such separate agreementthe Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services (as provided in the Transfer and Servicing Agreement). Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee Trustee, any co-trustee and its directorstheir respective employees, officersdirectors and agents, employees as provided in the Transfer and agents Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without limitation, the execution and under the other Basic Documentsfiling of any information returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Trust Administrator shall not relieve the Issuer or the Trust Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for Indenture Trustee and any co-trustee may have separate counsel and the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee counsel shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator payable on behalf of the IssuerIssuer from funds in the Collection Account. Neither the The Issuer nor the Administrator 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 negligence, fraud or bad faith. The Issuer’s payment obligations to the Indenture Trustee and any co-trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (vvi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuing Entity shall cause the Depositor to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services services. The Indenture Trustee shall be compensated and indemnified by the Sponsor in accordance with a separate agreement between Section 4(b) of the Depositor Administration Agreement, and all amounts owing to the Indenture Trustee and hereunder in excess of such amount shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it be paid solely as provided in such separate agreementSection 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 Issuing Entity shall cause reimburse the Administrator Indenture Trustee for all Trustee Additional Expenses, in addition to the compensation for its services. The Issuing Entity shall indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Issuing Entity promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Issuing Entity shall not relieve the Issuer or the Administrator Issuing Entity of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuing Entity shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee have separate counsel and the Administrator in conducting the defense of such claim, the Indenture Trustee Issuing Entity shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer nor the Administrator need The Issuing Entity 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 Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv) or (v) with respect to the IssuerIssuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable and Collateral Trustee from time to time such compensation as mutually agreed to in writing for its acceptance of this Indenture and services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementhereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause reimburse the Administrator Trustee and Collateral Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. All amounts set forth in the separate fee letter entered into prior to the date hereof are deemed reasonable. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s and the Collateral Trustee’s agents and counsel. (b) The Issuer shall indemnify the Indenture Trustee and its directors, officers, employees and agents Collateral Trustee against any and all losses, damages, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Security Documents and the Collateral Trust Agreement, including the costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of enforcing this Indenture against the Issuer (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder, except to the extent any such loss, liability or expense (including attorneys’ fees) incurred may be attributable to its gross negligence or willful misconduct as finally determined by it in connection with the administration a court of this trust and the performance of its duties hereunder and under the other Basic Documentscompetent jurisdiction. The Indenture Trustee and Collateral Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee and Collateral Trustee to so notify the Issuer and the Administrator shall will not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim and the Administrator Trustee and Collateral Trustee shall not be liable for cooperate in the legal fees and expenses defense. Each of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Collateral Trustee shall be entitled to may have separate counsel acceptable to it in its sole discretion and the Issuer shall pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faithsuch counsel. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. Issuer need not pay for any settlement made without their consent, which consent will not be unreasonably withheld. (c) When the Indenture Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 5.1(iv6.1(a)(v) or (vvi) with respect to the Issueroccurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 any Bankruptcy Code. (d) The Issuer’s obligations set forth in this Section 7.7 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar lawTrustee hereunder.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, howeverHOWEVER, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause -------------------------- the Depositor Administrator to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs 40 expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause -------------------------- the Depositor Seller to pay to the Indenture Trustee on each Remittance Date such reasonable compensation for its services in accordance with a separate agreement as shall have been agreed to between the Depositor Seller and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrustee. 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 Seller 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 the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall or shall cause the Seller to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and or under the any other Basic DocumentsDocument. The Indenture Trustee shall notify the Issuer and the Administrator Seller promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Seller shall not relieve the Issuer or the Administrator Seller of its obligations hereunder and or under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the IssuerTrust Agreement. Neither the Issuer nor the Administrator Seller need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclauses (ii) or (viii) of the definition of "Event of Default" with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and services. The Issuer shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition to the compensation for its services. The Such expenses shall include the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustagents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ feesfees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and or under the Sale and Servicing Agreement or under any other Basic DocumentsDocument. 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 and under if no prejudice to the other Basic DocumentsIssuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee and the Administrator’s indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture, the maturity of the Notes and the resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable shall be entitled to investment earnings on amounts on deposit in the Note Distribution Account as compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and hereunder. The Issuer shall, or shall cause the Depositor Administrator to (i) reimburse the Indenture Trustee for all reasonable expenses (which shall include reasonable (and customary) out-of-pocket expenses compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts but shall exclude overhead), advances and disbursements reasonably incurred and (ii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or made expense (including reasonable attorneys’ fees and expenses) incurred by it as provided in such separate agreementconnection with the administration of the Trust or the performance of its duties. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the counsel. The Indenture Trustee shall not be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid indemnified by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee it through the Indenture Trustee’s its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. The Issuer’s payment obligations to the Indenture Trustee and the Administrator’s indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified set forth in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable As compensation for its services in accordance with a separate agreement between the Depositor and hereunder, the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on --------------- compensation of a trustee of an express trust) and shall cause be entitled to reimbursement by the Depositor to reimburse the Indenture Trustee Master Servicer for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition to the compensation for its services. The Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s compensation shall not be limited by any law on compensation 's agents, counsel, accountants and experts and Opinions of a trustee of an express trustCounsel hereunder. The Issuer shall agrees to cause the Administrator Master Servicer, at its expense, to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Administrator Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee so to so notify the Issuer Issuer, the Servicer and the Administrator Master Servicer shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator Master Servicer to defend the claim any such claim, and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in may have separate counsel reasonably acceptable to the event that there may be a conflict between the positions of the Indenture Trustee Master Servicer and the Administrator in conducting Issuer shall or shall cause the defense of such claim, the Indenture Trustee shall be entitled Master Servicer to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer Issuer, the Servicer nor the Administrator Master Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture ------------ Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv------- 5.01(a)(v) or (v) hereof with respect to the Issuer, the expenses are intended to ---------- constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal 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 on each Remittance Date such reasonable compensation for its services in accordance with pursuant to a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrust 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 Administrator Trust Depositor 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 the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Trust Depositor shall not relieve the Issuer or the Administrator Trust Depositor of its obligations hereunder and or under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the IssuerTrust Agreement. Neither the Issuer nor the Administrator Trust Depositor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture ------------ Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclauses (iv) or (v) of the definition of "Event of Default" with respect to the ------------ --- Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer Indenture Trustee -------------------------- shall cause receive from the Depositor to pay to or the Indenture Trustee reasonable Issuer as compensation for its services in accordance with a separate agreement hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Indenture Trustee and shall cause (the Depositor to reimburse the "Initial Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementFee"). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee hereby acknowledges receipt of its Initial Indenture Trustee Fee as its entire remuneration for its services as trustee under this Trust Indenture and receipt of all of its ordinary expenses to be incurred in acting as trustee under this Trust Indenture. (After the execution of this Trust Indenture, the Issuer shall cause the Administrator only be obligated to indemnify the Indenture Trustee for those expenses of the Indenture Trustee that constitute Extraordinary Expenses and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it only in connection accordance with the administration Priority of Payments in Section 3.05(d)). (b) If the Indenture Trustee shall serve, by reason of its resigning its appointment under this trust and Trust Indenture, for less than the period in respect of which its Initial Indenture Trustee Fee has been paid, its Initial Indenture Trustee Fee shall be pro-rated as agreed in a letter of even date. (c) Nothing contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder and under or the other Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly exercise 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 right, power, authority or the Administrator of its obligations discretion hereunder and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after if it has assumed such defense; provided, however, that, in reasonable grounds for believing the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense repayment of such claimfunds or adequate indemnity against, the Indenture Trustee shall be entitled or security for, such risk or liability is not reasonably assured to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. it. (d) Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall pay, or shall cause the Depositor Administrator to pay pay, to the Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse, or shall cause the 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 the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(___) or (v) ___ with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, pursuant to the provisions of Section 8.06 or Section 5.06(a) as applicable, or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(d) or (ve) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Bond Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 cause reimburse the Administrator Bond Trustee for all reasonable 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 Bond Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Bond Trustee from and its directors, officers, employees and agents against any and all losscosts, liability damages, expenses, losses, liabilities or expense other amounts whatsoever (including attorneys’ counsel 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 hereunder and obligations of the Bond Trustee under the other Basic Documentsor pursuant to this Indenture. The Indenture Bond Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Bond Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim and the Administrator Bond Trustee may have separate counsel and the Issuer shall not be liable for pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the The Issuer nor the Administrator 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 Transferor pursuant to this Section shall survive the discharge of this IndentureTransfer Agreement, the Seller pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing Agreement. When the Indenture Bond Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(v) or (vvi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor payment to pay be made to the Indenture Trustee reasonable from time to time compensation for its services to the extent of and in accordance with a separate agreement between the Depositor priority set forth in Section 5.06(b)(ii) of the Sale and Servicing Agreement and as outlined in the fee letter from the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementGoldman Sachs Asset Backed Securities Corp., dated March 27, 2003. The Indenture Xxx Xxdxxxxxe Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause reimbursement to be made to the Administrator 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, out of the Trust to the extent of and in accordance with the priority in Section 5.06(b)(ii) and (xi) of the Sale and Servicing Agreement. 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 directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the or any other Basic DocumentsDocument to which the Indenture Trustee is a party out of the Trust to the extent of and in accordance with the priority in Section 5.06(b)(ii) and (xi) of the Sales and Servicing Agreement. 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 and under if no material prejudice to the other Basic DocumentsIssuer shall have resulted from such failure and, in such event, only to the extent of such prejudice. The Issuer shall cause the Administrator to defend the claim and the Administrator shall will not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. As security for the performance of the obligations of the Issuer under this Section the Indenture Trustee shall have a lien prior to the Holders upon all property and funds held or collected by the Indenture Trustee as such, except funds held in trust for the payment of principal of or interest on the Notes. The Issuer’s 's payment obligations and indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Indenture Trustee shall cause withdraw from the Depositor to Payment Account and pay to the following amounts without priority: (i) on each Payment Date, the Indenture Trustee reasonable compensation for its services Fee to itself, (ii) on each Payment Date, the fee payable to the PMI Insurer and (iii) on each Payment Date in accordance with a separate agreement between November, the Depositor and fee payable to the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementOwner Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. In addition, the Indenture Trustee shall withdraw from the Payment Account to reimburse the Owner Trustee for all reasonable out-of pocket expenses incurred or made by it for all services rendered by it in its execution of the trust created under the Trust Agreement and in the exercise and performance of any of its powers and duties under the Trust Agreement (including rights to indemnification) and shall reimburse itself for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection. Such expenses shall include reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust Trust Estate and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee have separate counsel and the Administrator in conducting the defense of such claim, the Indenture Trustee Issuer shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the The Issuer nor the Administrator 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. It is understood by the parties hereto that a "claim" as used in this paragraph includes any claim for indemnification made by the Custodian under the Custodial Agreement. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Indenture Trustee shall cause be compensated and indemnified by the Depositor to pay to Servicer in accordance with Section 6.06 of the Servicing Agreement, and all amounts owing the Indenture Trustee reasonable compensation for its services hereunder in accordance with a separate agreement between the Depositor and the Indenture Trustee and excess of such amount shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it be paid solely as provided in such separate agreementSection 3.05 hereof (subject to the priorities set forth therein). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause reimburse the Administrator 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, expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled counsel. The Issuer is not obligated to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclause (iv) or (v) of the definition thereof with respect to the Issuer, the such expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable from time to time such compensation as agreed to from time to time by the Issuer and the Trustee in writing for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuer shall cause reimburse the Administrator to Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses may include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuer shall indemnify the Indenture Trustee and or any predecessor Trustee (which for purposes of this Section 9.7 shall include its officers, directors, officers, employees and agents against agents) for, and hold it harmless against, any and all loss, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), (including attorneys’ feesreasonable legal fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder including the reasonable costs and under expenses of the other Basic DocumentsTrustee and its counsel in defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Indenture Trustee to so notify the The Issuer and the Administrator need not pay for any settlement effected without its prior written consent, which shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documentsbe unreasonably withheld. The Issuer shall cause need not reimburse the Administrator to defend the claim and the Administrator shall not be liable Trustee for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify it against any loss, loss or liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, it resulting from its negligence or bad faith. The To secure the Issuer’s payment obligations to the Indenture Trustee pursuant to in this Section 9.7, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property held or collected by the Trustee, except such money or property held in trust to pay the principal of and accrued and unpaid interest (including Additional Interest), if any, on the Securities. The obligations of the Issuer under this Section 9.7 shall survive the satisfaction and discharge of this IndentureIndenture or the resignation or removal of the Trustee. When the Indenture Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in clause (8) of Section 5.1(iv) or (v) with respect to the Issuer8.1 occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under Title 11 any Bankruptcy Law. The provisions of this Section shall survive the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar lawtermination of this Indenture.

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations and indemnification to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and 40 the termination and discharge of this Indenture; provided that the Indenture Trustee shall be entitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection and the costs of implementing any Swap Agreement as contemplated by Section 9.01, 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 Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder. The Administrator shall defend or shall cause the Servicer to defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall not relieve the Issuer pay or the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause the Administrator Servicer to defend pay the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(f) or (vg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.Administrator

Compensation and Indemnity. The Issuer shall pay or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 or shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 issuer or the Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s issuer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition 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 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 Administrator to indemnify the Indenture Trustee and Trustee, its officers, directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the any additional legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's and Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall, or shall cause the Depositor to Servicer to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement as agreed to between the Depositor Issuer and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementwriting. 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 Servicer to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include 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 Servicer to indemnify the Indenture Trustee and its officers, directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it them in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Servicer shall not relieve the Issuer or the Administrator Servicer of its respective obligations hereunder and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to Servicer to, defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee have separate counsel and the Administrator in conducting Issuer shall, or shall cause the defense of such claimServicer to, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section SECTION 5.1(iv) or (v) with respect to the Issuer), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Depositor Administrator to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and or under the other Basic DocumentsAdministration Agreement. The Issuer shall or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv[5.01(iv) or (v) )] with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and services. The Issuer shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition to the compensation for its services. The Such expenses shall include the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust's agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and or under the Sale and Servicing Agreement or under any other Basic DocumentsDocument. 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 and under if no prejudice to the other Basic DocumentsIssuer or the Administrator shall have resulted from such failure. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee and the Administrator's indemnities to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses including the reasonable expenses and disbursements of its counsel incurred or made by it as provided in such separate agreement. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation and removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(d) or (ve) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuers and the Mortgage Note Guarantors shall cause the Depositor to pay to the Indenture Mortgage Note Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a separate agreement between written schedule provided by the Depositor and Mortgage Note Trustee to the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementIssuers. The Indenture Mortgage Note Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuers and the Mortgage Note Guarantors shall cause reimburse the Administrator Mortgage Note Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Mortgage Note Trustee's agents and counsel. The Issuers and the Mortgage Note Guarantors shall indemnify the Indenture Mortgage Note Trustee and its directors, officers, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of may be attributable to its duties hereunder and under the other Basic Documentsnegligence, willful misconduct or bad faith. The Indenture Mortgage Note Trustee shall notify the Issuer and the Administrator Issuers promptly of any claim for which it may seek indemnity. Failure by the Indenture Mortgage Note Trustee to so notify the Issuer and the Administrator Issuers shall not relieve the Issuer Issuers or the Administrator any Mortgage Note Guarantor of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuers shall cause the Administrator to defend the claim and the Administrator Mortgage Note Trustee shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, cooperate in the event that defense. To the extent there may be exists a conflict between or potential conflict of interest, the positions of the Indenture Mortgage Note Trustee may have separate counsel and the Administrator in conducting Issuers and the defense of such claim, the Indenture Trustee Mortgage Note Guarantors shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer Issuers nor the Administrator any Mortgage Note Guarantor need reimburse pay for any expense or indemnify against any losssettlement made without its consent, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faithwhich consent shall not be unreasonably withheld. The Issuer’s payment obligations to of the Indenture Trustee pursuant to Issuers and the Mortgage Note Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. When the Indenture Mortgage Note Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 5.1(iv6.01(i) or (vj) with respect to the Issuerhereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 any Bankruptcy Law. The Mortgage Note Trustee shall comply with the provisions of TIA ss. 313(b)(2) to the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar lawextent applicable.

Compensation and Indemnity. The Issuer shall cause the Depositor Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.Trustee

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 reimburse the Administrator 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ feesthe fees of either in-house counsel or outside counsel, but not both) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the The Issuer nor the 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 wilful 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. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(ivSECTION 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Issuer's payment obligations pursuant to this SECTION 6.07 shall be subject to the provisions of SECTION 11.17.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel -38- 44 and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Trust Depositor to pay to the Indenture Trustee on each Payment Date such reasonable compensation for its services in accordance with pursuant to a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrust 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 Administrator Trust Depositor 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 the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Trust Depositor shall not relieve the Issuer or the Administrator Trust Depositor of its obligations hereunder and or under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the IssuerTrust Agreement. Neither the Issuer nor the Administrator Trust Depositor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 such Section 7.05 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 Secured Parties and (ii) the Indenture 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 Indenture Trustee shall receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement in accordance with the Priority of Payments, 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. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclauses (vii) or (vviii) of the definition of “Event of Default” with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with services. The Indenture Trustee's compensation shall not be limited 49 by any law on compensation of a separate agreement between the Depositor and the Indenture Trustee and trustee of an express trust. The Issuer shall cause the Depositor Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided it, including costs of collection, in such separate agreementaddition to the compensation for its services. The Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuer shall, or shall cause the Depositor to Administrator to, pay to the Indenture Trustee reasonable from time to time reason able compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 for, and its directorsto hold it harmless against, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder hereunder, including the costs and under expenses of defending itself against any claim or liability in connection with the other Basic Documentsexercise or performance of any of its powers or 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state State bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall cause the Trust Depositor to pay to the Indenture Trustee on each Payment Date such reasonable compensation for its services in accordance with pursuant to a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementTrust 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 Administrator Trust Depositor 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 the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Trust Depositor to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Trust Depositor shall not relieve the Issuer or the Administrator Trust Depositor of its obligations hereunder and or under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the IssuerTrust Agreement. Neither the Issuer nor the Administrator Trust Depositor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 such Section 7.05 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 Secured Parties and (ii) the Indenture 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 Indenture Trustee shall receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement in accordance with the Priority of Payments, 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. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclauses (iv) or (v) of the definition of “Event of Default” with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause pay, ---------------------------- pursuant to the Depositor to pay to terms of Section 4.10 of the Sale and Servicing Agreement, the Indenture Trustee from time to time reasonable compensation for its services as agreed to in accordance with a separate agreement between writing on or prior to the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementClosing Date. 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 collection, in addition to the compensation for its services; provided, however, the Indenture Trustee shall obtain the Issuer's written approval prior to incurring such reasonable out-of-pocket expenses unless its pursuit of such approval or failure to obtain such approval would, in the Indenture Trustee's reasonable judgment, result in a breach of its fiduciary duties to the Noteholders under any of the Basic Documents. 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 or shall cause the Administrator or Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall defend or shall cause the Administrator or Servicer to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay or shall cause the Administrator shall not be liable for or Servicer to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The parties hereto agree and acknowledge that, notwithstanding anything to the contrary, all payments required to be made pursuant to this Section 6.07 shall not be made from the Trust Assets. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar lawInsolvency Laws.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the ---------------------------- Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include 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 Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator Servicer shall not relieve the Issuer or the Administrator Servicer of its obligations hereunder and or under the other Basic DocumentsSale and Servicing Agreement. The Issuer shall or shall cause the Administrator Servicer to defend the claim any such claim, and the Administrator Indenture Trustee may have separate counsel and the Issuer shall not be liable for or shall cause the legal Servicer to pay the fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this IndentureIndenture or the removal or resignation of the Indenture Trustee hereunder. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(ivclause (iv) or (v) of the definition of "Event of Default" with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable shall be entitled, as compensation for its services in accordance with services, a separate agreement between fee to be paid by the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it Master Servicer as provided in such separate agreementthe Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee and any co-trustee shall be reimbursed on behalf of the Issuer from funds in the Collection Account, as provided in the Transfer and Servicing Agreement, for all reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services (as provided in the Transfer and Servicing Agreement). Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee Trustee, any co-trustee and its directorstheir respective employees, officersdirectors and agents, employees as provided in the Transfer and agents Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any Operative Agreement, including, without limitation, the execution and under the other Basic Documentsfiling of any information returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Trust Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Trust Administrator shall not relieve the Issuer or the Trust Administrator of its obligations hereunder and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Administrator shall not be liable for Indenture Trustee and any co-trustee may have separate counsel and the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee counsel shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator payable on behalf of the IssuerIssuer from funds in the Collection Account. Neither the The Issuer nor the Administrator 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 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Owner Trustee shall cause the Depositor Administrator to pay to the Indenture Trustee on the Closing Date and from time to time reasonable compensation for its services as set forth in accordance with Schedule A attached hereto and made a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement. The Indenture Trustee’s part hereof (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuer Except as otherwise expressly provided for in this Indenture, Owner Trustee shall cause Administrator to reimburse Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by Indenture Trustee in accordance with any provision of this Indenture or any other Basic Document (including the reasonable compensation, expenses and disbursements of such agents and counsel as Indenture Trustee may employee in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, negligence or bad faith. Owner Trustee shall cause the Administrator to indemnify the Indenture Trustee (individually and in its capacity as such) and its successors, assigns, directors, officers, employees and agents against from and against, any and all loss, liability or expense (including attorneys’ feesreasonable legal fees and expenses) incurred by it Indenture Trustee in connection with the acceptance of or administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and thereunder, provided, however, that the Administrator shall not be liable for the legal fees or required to indemnify Indenture Trustee from and expenses against any of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and foregoing expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense arising or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the resulting from Indenture Trustee’s 's own willful misconduct, negligence or bad faithfaith or to the extent arising from the breach by Indenture Trustee of any of its representations and warranties and covenants set forth herein. The Issuer’s Owner Trustee's payment obligations and indemnifications to the Indenture Trustee pursuant to this Section and the Administration Agreement referenced in the preceding paragraph shall survive the resignation or removal of Indenture Trustee and the termination, satisfaction and discharge of this IndentureIndenture subject to a satisfaction of the Rating Agency Condition. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.1(d) or (ve) with respect to the IssuerOwner Trustee, 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 Issuers and the Senior Subordinated Note Guarantors shall cause the Depositor to pay to the Indenture Senior Subordinated Note Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a separate agreement between written schedule provided by the Depositor and Senior Subordinated Note Trustee to the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementIssuers. The Indenture Senior Subordinated Note Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer Issuers and the Senior Subordinated Note Guarantors shall cause reimburse the Administrator Senior Subordinated Note Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Senior Subordinated Note Trustee's agents and counsel. The Issuers and the Senior Subordinated Note Guarantors shall indemnify the Indenture Senior Subordinated Note Trustee and its directors, officers, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of may be attributable to its duties hereunder and under the other Basic Documentsnegligence, willful misconduct or bad faith. The Indenture Senior Subordinated Note Trustee shall notify the Issuer and the Administrator Issuers promptly of any claim for which it may seek indemnity. Failure by the Indenture Senior Subordinated Note Trustee to so notify the Issuer and the Administrator Issuers shall not relieve the Issuer Issuers or the Administrator any Senior Subordinated Note Guarantor of its obligations hereunder and under the other Basic Documentshereunder. The Issuer Issuers shall cause the Administrator to defend the claim and the Administrator Senior Subordinated Note Trustee shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, cooperate in the event that defense. To the extent there may be exists a conflict between or potential conflict of interest, the positions of the Indenture Senior Subordinated Note Trustee may have separate counsel and the Administrator in conducting Issuers and the defense of such claim, the Indenture Trustee Senior Subordinated Note Guarantors shall be entitled to separate counsel acceptable to it in its sole discretion pay the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuersuch counsel. Neither the Issuer Issuers nor the Administrator any Senior Subordinated Note Guarantor need reimburse pay for any expense or indemnify against any losssettlement made without its consent, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faithwhich consent shall not be unreasonably withheld. The Issuer’s payment obligations to of the Indenture Trustee pursuant to Issuers and the Senior Subordinated Note Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. When the Indenture Senior Subordinated Note Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 5.1(iv6.01(i) or (vj) with respect to the Issuerhereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 any Bankruptcy Law. The Senior Subordinated Note Trustee shall comply with the provisions of TIA ss. 313(b)(2) to the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar lawextent applicable.

Compensation and Indemnity. The Issuer shall, pursuant to the provisions of Section 8.06(b) or Section 5.06(a) as applicable, or shall cause the Depositor Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(d) or (ve) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection and the costs of implementing any Swap Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Administrator shall indemnify or shall cause the Servicer to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer Administrator and the Administrator Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder. The Administrator shall defend or shall cause the Servicer to defend any such claim, and the Indenture Trustee may have separate counsel and the Administrator shall not relieve the Issuer pay or the Administrator of its obligations hereunder and under the other Basic Documents. The Issuer shall cause the Administrator Servicer to defend pay the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer Administrator nor the Administrator Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s Administrator's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(f) or (vg) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.. (Nissan 2003-B Indenture)

Compensation and Indemnity. The Issuer shall cause the Depositor Seller to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Seller and the Indenture Trustee and shall cause the Depositor Seller to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, -------- however, that, in the event that there may be a conflict between the positions ------- of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.any

Compensation and Indemnity. (a) The Issuer shall cause the Depositor Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses and disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to to, indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. 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 and under the other Basic Documentshereunder. The Issuer shall, or shall cause the Administrator to to, defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator shall not be liable for to, pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense 50 incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. . (b) The Issuer’s payment 's obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(e) or (vf) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer shall or shall -------------------------- cause the Depositor Administrator to pay to the Indenture Trustee on each Payment Date reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreementservices. 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 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 and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ ' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documentshereunder. The Indenture Trustee shall notify the Issuer 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 and under the other Basic Documentshereunder. The Issuer shall or shall cause the Administrator to defend the claim any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall or shall cause the Administrator shall not be liable for to pay the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuercounsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuer Issuer, pursuant to Section 3 of the Administration Agreement, shall cause the Depositor Administrator to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor Administrator and the Indenture Trustee and shall cause the Depositor Administrator to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate 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 cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents. 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 and under the other Basic Documents. The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; providedPROVIDED, howeverHOWEVER, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s 's own willful misconduct, negligence or bad faith. The Issuer’s 's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this IndentureIndenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.