Common use of Indenture Trustee Fees and Expenses Indemnification Clause in Contracts

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuing Entity or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance with an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the second sentence of Section 3.05(a8.01(b) of hereof and Section 5.07 hereof; second, the Indenture) for all costs associated with Trust Estate on any Payment Date, to the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.01 and 5.07 hereof, and third, the Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Servicer and the Issuing Entity under this Section 6.16 shall survive termination of the Issuing Entity and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance with an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 3.05(a8.01(b) of hereof and Section 5.07 hereof; second, the Indenture) for all costs associated with Trust Estate on any Payment Date, to the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.01 and 5.07 hereof, and third, the Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney's fees, incurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled indemnified by, first, the Trust Estate as a first-priority expense, in an amount not to be reimbursed by exceed $125,000 in any calendar year, second, the Trust Estate on any Payment Date after required payments to the Notes and Note Insurer and, third, the Master Servicer (orServicer, if to the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, including without limitationand held harmless against any loss, any liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(a) of the Indenturethis Article VI.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney's fees, incurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled indemnified by, first, the Trust Estate as a first-priority expense, in an amount not to be reimbursed by exceed $125,000 in any calendar year, second, the Trust Estate on any Payment Date after required payments to the Notes and Note Insurer and, third, the Master Servicer (orServicer, if to the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, including without limitationand held harmless against any loss, any liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(a) of the Indenturethis Article VI.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance with an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 3.05(a8.02 hereof and Section 5.07(a) of hereof, second, the Indenture) for all costs associated with Trust Estate on any Payment Date, to the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.02(xi) and 5.07(k) hereof, and third, the Master Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuer or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance with an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the second sentence of Section 3.05(a8.01(b) of hereof and Section 5.07 hereof; second, the Indenture) for all costs associated with Trust Estate on any Payment Date, to the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.01 and 5.07 hereof, and third, the Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Servicer and the Issuer under this Section 6.16 shall survive termination of the Issuer and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney's fees, incurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled indemnified by, first, the Trust Estate as a first-priority expense, in an amount not to be reimbursed by exceed $125,000 in any calendar year, second, the Trust Estate on any Payment Date after required payments to the Notes and Note Insurer and, third, the Master Servicer (orServicer, if to the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, including without limitationand held harmless against any loss, any liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee's economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.. 44

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(ii) and (ix) and Sections 3.05(b)(ii) and (xiii), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(aSections 3.05(a)(ii) and (ix) and 3.05(b)(ii) and (xiii), as applicable, of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Master Servicer covenants and agrees to pay, in accordance with Section 6.07 of the Indenture, from amounts on deposit in the Collection Account, to the Indenture Trustee and any co-trustee from time to time time, and the Indenture Trustee and any such co-trustee shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Dateinvestment earnings, together with the net investment earnings of losses on amounts on deposit in the Trustee Collection Account as specified in Section 5.03for the two calendar days preceding the related Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(xiii) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(xiii) of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The In the case of the collections on the Mortgage Loans in Group II, the Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection AccountAccount with respect to the Mortgage Loans in Group II, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(aSections 3.05(a)(ii) and (xv) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(aSections 3.05(a)(ii) and (xv) of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance with an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 3.05(a8.01(b) of hereof and Section 5.07 hereof; second, the Indenture) for all costs associated with Trust Estate on any Payment Date, to the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.01 and 5.07 hereof, and third, the Master Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuing Entity or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.02 hereof and Section 5.07(a) hereof; provided, that the maximum amount of such cap may be increased with Section 3.05(a) the prior consent of the Indenture) for all costs associated with Note Insurer; second, the transfer of servicing from Trust Estate on any Payment Date, to the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.02(xii) and 5.07(l) hereof, and third, the Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Servicer and the Issuing Entity under this Section 6.16 shall survive termination of the Issuing Entity and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The In the case of the collections on the Mortgage Loans in Group II, the Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection AccountAccount with respect to the Mortgage Loans in Group II, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to be reimbursed by indemnified by, first, the Master Servicer (or, if the Master Servicer is unable to fulfill such obligationTrust Estate, in accordance an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.02 hereof and Section 5.07(a) hereof; provided, that the maximum amount of such cap may be increased with Section 3.05(a) the prior consent of the Indenture) for all costs associated with Note Insurer; second, the transfer of servicing from Trust Estate on any Payment Date, to the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationpursuant to Sections 8.02(xii) and 5.07(k) hereof, and third, the Master Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Indenture or the Sale and Servicing Agreement (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, including reasonable attorney’s fees, incurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other Basic Documentsthan any loss, except any such expensesliability, disbursements cost or advances as may arise from the negligenceexpense incurred solely by reason of willful malfeasance, willful misfeasance or bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents or such co-trustee, as the case may beby reason of its failure to perform its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled indemnified by, first, the Trust Estate as a first-priority expense, in an amount not to be reimbursed by exceed $125,000 in any calendar year, second, the Trust Estate on any Payment Date after required payments to the Notes and Note Insurer and, third, the Master Servicer (orServicer, if to the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, including without limitationand held harmless against any loss, any liability costs or expenses associated reasonable expense incurred in connection with this Indenture or the complete transfer Notes, other than any loss, liability, cost or expense incurred by reason of all servicing data and willful misfeasance, bad faith or negligence in the completion, correction or manipulation of such servicing data as may be required performance by the Indenture Trustee of its duties hereunder or by reason of its failure to correct perform its obligations hereunder. The obligations of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the co-Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid separate-Indenture Trustee appointed pursuant to Section 3.05(athis Article VI. The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) of the serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Master Servicer covenants and agrees to pay, in accordance with Section 6.07 of the Indenture, from amounts on deposit in the Collection Account, to the Indenture Trustee and any co-trustee from time to time time, and the Indenture Trustee and any such co-trustee shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Dateto, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03reasonable compensation, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) 3.05 of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture.