Common use of Compensation; Indemnity Clause in Contracts

Compensation; Indemnity. (a) The Issuing Entity shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity 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, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entity) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel. (b) The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of any party. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity or the Grantor Trust, 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; Indemnity. (a) The Issuing Entity Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse the Indenture Trustee for all reasonable out-of-out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify indemnify, defend and hold the Indenture Trustee forTrustee, and hold it and its officers, directors, employees, representatives counsel and agents, agents harmless against, from and against any and all loss, liability liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entitycounsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under any the other Transaction Document; providedDocuments, however, that in accordance with and subject to the Issuing Entity need not indemnify the terms of each Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSupplement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any ; provided, however, a failure by the Indenture Trustee to so promptly notify the Issuing Entity and the Administrator Issuer of a claim for which it may seek indemnity shall not, however, not relieve the Issuing Entity Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its obligations hereunderown negligence or wilful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel. (b) The Issuing EntityIssuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 10.6 shall survive the discharge resignation or assignment termination of this the Indenture Trustee and the resignation or removal discharge of any partythe Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity or the Grantor Trust9.1(c), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State state bankruptcy, insolvency or similar law.

Compensation; Indemnity. (a) The Issuing Entity shall Company agrees to pay to the Indenture Trustee from time to time Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the preparation, delivery, negotiation, administration and execution of this Agreement and the exercise and performance of its servicesduties hereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall Company agrees to reimburse the Indenture Trustee Warrant Agent for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements taxes and advances governmental charges and other charges of any kind and nature incurred by the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense Warrant Agent (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing EntityWarrant Agent’s counsel and agents) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not this Agreement. The Company also agrees to indemnify the Indenture Trustee Warrant Agent for, or and to hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconductexpenses incurred, except as a result of gross negligence, bad faith or bad faith. The Indenture Trustee shall notify willful misconduct on the Issuing Entity and part of the Administrator promptly Warrant Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any claim for which it may seek indemnity. Any failure action taken or omitted to be taken by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall notWarrant Agent, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, or any person acting on behalf of the Issuing EntityWarrant Agent, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense acceptance and administration of any such claimthis Agreement, and including the Issuing Entity, shall pay the fees costs and expenses of such counsel. (b) defending against any claim of liability in the premises. The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 indemnity provided for herein shall survive the discharge or assignment expiration of the Warrants and the termination of this Indenture Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the resignation Company. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or removal consequential loss or damage of any partykind whatsoever (including lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. When Any liability of the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect Warrant Agent under this Agreement will be limited to the Issuing Entity or amount of annual fees paid by the Grantor Trust, Company to 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 lawWarrant Agent.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed upon in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to reimburse, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, 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, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify or shall cause the Indenture Trustee forServicer pursuant to the Trust Sale and Servicing Agreement to indemnify, and hold it and its officersout of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense expenses) incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification in accordance with Section 6.4 of the Issuing Entity) incurred by it in connection with the administration of this trust Trust Sale and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithServicing Agreement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Servicer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or cause the Issuing Entity, shall Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing EntityIssuer shall pay, out of funds which are otherwise to be distributed to the Certificateholders or to be deposited in the Certificate Distribution Account, or shall cause the Servicer to pay the fees and expenses of such counsel. (b) The Issuing Entity’s payment Issuer's obligation to cause the Servicer to honor the Issuer's obligations to the Indenture Trustee pursuant to this specified in Section 6.7 6.7(a) shall survive the discharge or assignment of this Indenture and or the earlier resignation or removal of any partythe Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f(f) with respect to the Issuing Entity or Issuer, if the Grantor Trust, surviving entity has failed to honor such obligation the expenses are intended to constitute expenses of administration under any Insolvency Law or under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar lawCode.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices hereunder in accordance with each Indenture Supplement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse the Indenture Trustee for all reasonable out-of-out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify indemnify, defend and hold the Indenture Trustee forTrustee, and hold it and its officers, directors, employees, representatives counsel and agents, agents harmless against, from and against any and all loss, liability liability, tax, judgment, penalty, cause of action, damage, cost or expense (including the reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entitycounsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or and under any the other Transaction Document; providedDocuments, however, that in accordance with and subject to the Issuing Entity need not indemnify the terms of each Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSupplement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any ; provided, however, a failure by the Indenture Trustee to so promptly notify the Issuing Entity and the Administrator Issuer of a claim for which it may seek indemnity shall not, however, not relieve the Issuing Entity Issuer from its obligation to indemnify the Indenture Trustee. Notwithstanding the foregoing, the Issuer shall not be liable to reimburse and indemnify the Indenture Trustee from and against any of the foregoing expenses or indemnities arising or resulting from its obligations hereunderown negligence or willful misconduct as conclusively determined by the judgment of a court of competent jurisdiction no longer subject to appeal or review. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel. (b) The Issuing EntityIssuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 10.6 shall survive the discharge resignation or assignment termination of this the Indenture Trustee and the resignation or removal discharge of any partythe Indenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity or the Grantor Trust9.1(c), the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State state bankruptcy, insolvency or similar law.

Compensation; Indemnity. (a) The Issuing Entity Indenture Trustee shall pay to receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Indenture Trustee from time to time reasonable compensation for its servicesand the Indenture Trustee hereby acknowledges that such fees have been paid. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or cause to be reimbursed the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in . In addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entityattorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithhereunder. The Indenture Trustee shall notify the Issuing Entity and the Administrator Issuer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, Issuer shall defend any such claim. The the claim and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or 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 Issuing Entity’s Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of any partyIndenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f(f) with respect to the Issuing Entity or the Grantor TrustIssuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law. (c) The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be satisfied to the extent that funds are available to make such payments after all amounts payable to Noteholders and Certificateholders pursuant to this Indenture and the Trust Agreement shall have been paid, unless otherwise specified in the Series Trust Indenture, and there shall be no recourse to the Issuer for all or any part of any amounts payable pursuant to this Section 6.7 if such funds are at any time insufficient to make all or part of any such payments.

Compensation; Indemnity. (a) The Issuing Entity As compensation for the performance of its duties under this Agreement (the amount of such compensation having been agreed to in a separate fee letter between the Trustee and the Grantor) and to provide reimbursement for its Ordinary Expenses, the Trustee shall be entitled to payment of trustee fees. At the time set forth and as provided in the Fee Agreement, the Trustee shall be compensated in full by the Grantor for its acceptance fee and Grantor shall pay the then owing expenses of counsel, Xxxxxxxx, Xxxxxx & Finger ("RLF"), in the amount set forth in the invoice of RLF with respect to such fees and expenses. On each anniversary of the Closing Date, and on the termination date of the Collateral Agreement, as provided in the Fee Agreement, the Grantor shall pay to the Indenture Trustee from time the amount specified in the Fee Agreement. (b) The Grantor shall provide reimbursement to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses Extraordinary Expenses incurred or made by itthe Trustee, including costs of collection, in addition as and to the compensation for extent provided in the Fee Agreement. (c) The Trustee (including in its services; providedindividual capacity) and any director, howeverofficer, that employee or agent thereof shall be indemnified and held harmless by the Issuing Entity need not reimburse Grantor, as provided in the Indenture Trustee for Fee Agreement, against any loss, liability, claim, action, suit, cost or expense of any kind and nature whatsoever incurred through in connection with any legal action relating to this Agreement or the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances performance of the Indenture Trustee’s agents's duties under this Agreement, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, other than any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with i) that constitutes a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification specific liability of the Issuing EntityTrustee under the Agreement or (ii) incurred by it reason of negligence in connection with the administration handling of this trust and the performance of its duties hereunder or under any other Transaction Document; providedfunds, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not, howeveror, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel. (b) The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of any party. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) except with respect to the Issuing Entity or handling of funds, gross negligence in the Grantor Trust, the expenses are intended to constitute expenses of administration under Title 11 performance of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar lawTrustee's duties under this Agreement.

Compensation; Indemnity. (a) The Issuing Entity shall Company agrees to pay to the Indenture Trustee from time to time Warrant Agent reasonable compensation in accordance with a fee schedule to be mutually agreed upon for all services rendered by the Warrant Agent in the preparation, delivery, negotiation, administration and execution of this Agreement and the exercise and performance of its servicesduties hereunder. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall Company agrees to reimburse the Indenture Trustee Warrant Agent for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements taxes and advances governmental charges and other charges of any kind and nature incurred by the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense Warrant Agent (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing EntityWarrant Agent’s counsel and agents) incurred by it in connection with the administration of this trust and the performance of its duties hereunder under this Agreement. The Company also covenants and agrees to indemnify and to hold the Warrant Agent harmless against any liability, judgment, fine, penalty, claim, demand, settlement, costs, expenses (including reasonable fees of its legal counsel), losses or under damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any other Transaction Documentclaims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, howeverthat such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that the Issuing Entity need not indemnify the Indenture Trustee formay be paid, incurred or suffered by it, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnitybecome subject, as a result or arising out of gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Any failure The costs and expenses incurred by the Indenture Trustee Warrant Agent in enforcing this right of indemnification, if successful, shall be paid by the Company. Notwithstanding anything in this Agreement to so the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation in which the Company is not named as a party, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, promptly notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunderCompany thereof in writing. The Administrator, on behalf of the Issuing Entity, Company shall defend any such claim. The Indenture Trustee may have separate counsel be entitled to participate at its own expense in connection with the defense of any such claimclaim or proceeding. The Company shall not be required to indemnify the Warrant Agent for any amount paid or payable by the Warrant Agent in the settlement or compromise of, and the Issuing Entity, shall pay the fees and expenses of such counsel. (b) The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of entry into any party. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) judgment with respect to to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder without the Issuing Entity or the Grantor Trust, the expenses are intended to constitute expenses of administration under Title 11 written consent of the United States Code Company, which consent shall not be unreasonably withheld, conditioned or any other applicable federal or State bankruptcy, insolvency or similar lawdelayed.

Compensation; Indemnity. (a) The Issuing Entity Issuer shall pay, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices as shall be agreed upon in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity Issuer shall reimburse or shall cause the Servicer pursuant to any Series Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to reimburse, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, 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, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, external counsel, accountants and experts. The Issuing Entity Issuer shall indemnify or shall cause the Indenture Trustee forServicer pursuant to the Trust Sale and Servicing Agreement to indemnify, and hold it and its officersout of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Interest Distribution Account, directors, employees, representatives and agents, harmless against, against any and all loss, liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense expenses) incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification in accordance with Section 6.4 of the Issuing Entity) incurred by it in connection with the administration of this trust Trust Sale and the performance of its duties hereunder or under any other Transaction Document; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithServicing Agreement. The Indenture Trustee shall notify the Issuing Entity and the Administrator Servicer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator Issuer shall not, however, not relieve the Issuing Entity Issuer or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or cause the Issuing Entity, shall Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing EntityIssuer shall pay, out of funds which are otherwise to be distributed to the Residual Interestholder or to be deposited in the Residual Intererst Distribution Account, or shall cause the Servicer to pay the fees and expenses of such counsel. (b) The Issuing Entity’s payment Issuer's obligation to cause the Servicer to honor the Issuer's obligations to the Indenture Trustee pursuant to this specified in Section 6.7 6.7(a) shall survive the discharge or assignment of this Indenture and or -------------- the earlier resignation or removal of any partythe Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f(f) with respect to -------------- --- the Issuing Entity or Issuer, if the Grantor Trust, surviving entity has failed to honor such obligation the expenses are intended to constitute expenses of administration under any Insolvency Law or under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar lawCode.

Compensation; Indemnity. The Depositor, as borrower, shall (a) The Issuing Entity shall pay to the Indenture Trustee Trustees from time to time reasonable compensation for its services. The Indenture Trustee’s all services rendered by them hereunder (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 Issuing Entity shall ); (b) except as otherwise expressly provided herein, reimburse the Indenture Trustee Trustees upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement, including the Indenture Trustee’s agentscosts of collection (including the reasonable compensation and the expenses and disbursements of its agents and counsel), external counselexcept to the extent that any such expense, accountants and experts. The Issuing Entity shall disbursement or advance may be attributable to its negligence, willful misconduct or bad faith; and (c) indemnify the Indenture Trustee for, and hold it harmless each Trustee and its officers, directors, employees, representatives each Administrator (each referred to herein as an "Indemnified Person") from and agents, harmless against, against any and all losslosses, liability demands, claims, liabilities, causes of action or expense expenses (including reasonable attorneys’ attorney's fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entityexpenses) incurred by it arising out of or in connection with the acceptance or administration of this the trust and or trusts hereunder or the performance of its duties hereunder (including the reasonable costs and expenses of defending itself against any claim or under liability in connection with the exercise or performance of any other Transaction Document; providedof its powers or duties hereunder), however, that except to the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, extent any such loss, liability demand, claim, liability, cause of action or expense incurred through the Indenture Trustee’s willful misconduct, may be attributable to its negligence, willful misconduct or bad faith, and assume the defense of such Indemnified Person with counsel acceptable to such Indemnified Person, unless such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Depositor. The Indenture No Trustee shall notify the Issuing Entity and the Administrator promptly may claim any Lien on any Trust Property as a result of any claim for which it may seek indemnityamount due pursuant to this Section. Any failure by the Indenture When a Trustee to so notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel incurs expenses or renders services in connection with an Event of Default specified in clause (e) under the defense subheading "Event of any such claimDefault" in Section 101, and the Issuing Entity, shall pay expenses (including the fees reasonable charges and expenses of such its counsel. (b) The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of any party. When compensation for the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity or the Grantor Trust, the expenses services 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 other similar law. The provisions of this Section shall survive termination of this Trust Agreement.

Compensation; Indemnity. (a) The Issuing Entity shall Company will pay to the Indenture Trustee from time to time reasonable Warrant Agent compensation for its servicesall services rendered by it hereunder as agreed upon in writing by the Company and the Warrant Agent. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall Company will reimburse the Indenture Trustee Warrant Agent upon request 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; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss of counsel) incurred or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) made by the Indenture Trustee of any indemnification of Warrant Agent in the Issuing Entity) incurred by it in connection with the preparation, delivery, negotiation, amendment, administration and execution of this trust Agreement and the exercise and performance of its duties hereunder hereunder, except any such expense, disbursement or under any other Transaction Document; providedadvance attributable to its gross negligence, however, that the Issuing Entity need not willful misconduct or bad faith (each as determined by a final nonappealable judgment of a court of competent jurisdiction). (b) The Company will indemnify the Indenture Trustee Warrant Agent for, or and hold it harmless against, any such loss, liability or expense incurred through (including without limitation, the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the reasonable fees and expenses of outside legal counsel) which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant hereto; provided, that such counselcovenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final, nonappealable judgment of a court of competent jurisdiction). The costs and expenses incurred by the Warrant Agent in enforcing this right of indemnification shall be paid by the Company. (bc) The Issuing Entity’s payment obligations To the extent the Company is not also a party to an action, proceeding, suit or claim against the Warrant Agent concerning this Agreement or the performance by the Warrant Agent of its duties hereunder, the Warrant Agent shall as promptly as practicable notify the Company in accordance with Section 8.02 of the assertion of an action, proceeding, suit or claim against the Warrant Agent, after the Warrant Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the Indenture Trustee pursuant nature and basis of the action, proceeding, suit or claim; provided that the failure to this Section 6.7 provide such notice shall survive not affect the discharge or assignment rights of this Indenture and the resignation or removal of any party. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect Warrant Agent hereunder, except to the Issuing Entity or extent a court of competent jurisdiction determines that such failure actually prejudiced the Grantor Trust, 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 lawCompany.