Common use of Indenture Trustee’s Fees and Expenses Clause in Contracts

Indenture Trustee’s Fees and Expenses. (a) The Servicer, on behalf of the Residual Holders, agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an Indenture Trustee of an express trust); and (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; provided, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(xiv), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Subject to the side letter, dated June 27, 2006, among the Indenture Trustee, the Seller and the Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi)5.01. The Indenture Trustee and any director, as applicableofficer, on each Payment Date employee or agent of the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (including reasonable compensation for all services rendered attorney’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes, or (c) the performance of any of the Indenture Trustee’s duties hereunder, other than any loss, liability or expense incurred by it reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee’s duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Insurer or (which compensation shall not be limited by any provision of law in regard i) if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the compensation of an Indenture Trustee of an express trust); and Insurer or (ii) an Insurer Default has occurred and is continuing, the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv)the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, as applicable, for all reasonable expenses, disbursements (C) printing and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) engraving expenses in connection with preparing any Definitive Notes and (iiiD) any other reasonable expenses incurred other than in the ordinary course of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of its business by the Indenture TrusteeTrustee in connection with its duties hereunder. The Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure routine ongoing expenses incurred by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve in the ordinary course of its duties as Indenture Trustee of its obligations hereunderhereunder or for any other expenses. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Servicer, Servicer on behalf of the Residual Holders, Holder agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an a Indenture Trustee of an express trust); and; (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; provided, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction75,000; and (iii) to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(xiv3.04(b)(xix), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 75,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Servicer, Servicer on behalf of the Residual Holders, Trust Certificate Holder agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi3.05(b)(v), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an a Indenture Trustee of an express trust); and; (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii3.05(b)(vi), as applicable, upon its request request, for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; provided, however, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction75,000; and (iii) to reimburse cause the Indenture Trustee, Trustee to be reimbursed pursuant to Section 3.04(b)(xiv3.05(b)(xviii), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 75,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.expenses

Indenture Trustee’s Fees and Expenses. (a) The Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi)5.01. The Indenture Trustee and any director, as applicableofficer, on each Payment Date employee or agent of the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (including reasonable compensation for all services rendered attorney’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes or the Mortgage Loans, or (c) the performance of any of the Indenture Trustee’s duties hereunder, other than any loss, liability or expense incurred by it reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee’s duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Insurer or (which compensation shall not be limited by any provision of law in regard i) if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the compensation of an Indenture Trustee of an express trust); and Insurer or (ii) an Insurer Default has occurred and is continuing, the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv)the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, as applicable, for all reasonable expenses, disbursements (C) printing and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) engraving expenses in connection with preparing any Definitive Notes and (iiiD) any other reasonable expenses incurred other than in the ordinary course of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of its business by the Indenture TrusteeTrustee in connection with its duties hereunder. The Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure routine ongoing expenses incurred by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve in the ordinary course of its duties as Indenture Trustee of its obligations hereunderhereunder or for any other expenses. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Subject to the side letter, dated December 21, 2006, among the Indenture Trustee, the Seller and the Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi)5.01. The Indenture Trustee and any director, as applicableofficer, on each Payment Date employee or agent of the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (including reasonable compensation for all services rendered attorney’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes, or (c) the performance of any of the Indenture Trustee’s duties hereunder, other than any loss, liability or expense incurred by it reason of willful misfeasance, bad 92 faith or negligence in the performance of any of the Indenture Trustee’s duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Insurer or (which compensation shall not be limited by any provision of law in regard i) if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the compensation of an Indenture Trustee of an express trust); and Insurer or (ii) an Insurer Default has occurred and is continuing, the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv)the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, as applicable, for all reasonable expenses, disbursements (C) printing and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) engraving expenses in connection with preparing any Definitive Notes and (iiiD) any other reasonable expenses incurred other than in the ordinary course of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of its business by the Indenture TrusteeTrustee in connection with its duties hereunder. The Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure routine ongoing expenses incurred by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve in the ordinary course of its duties as Indenture Trustee of its obligations hereunderhereunder or for any other expenses. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Subject to the side letter, dated September 29, 2006, among the Indenture Trustee, the Seller and the Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi)5.01. The Indenture Trustee and any director, as applicableofficer, on each Payment Date employee or agent of the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (including reasonable compensation for all services rendered attorney's fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes, or (c) the performance of any of the Indenture Trustee's duties hereunder, other than any loss, liability or expense incurred by it reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee's duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Insurer or (which compensation shall not be limited by any provision of law in regard i) if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the compensation of an Indenture Trustee of an express trust); and Insurer or (ii) an Insurer Default has occurred and is continuing, the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv), as applicable, for all reasonable expenses, disbursements and advances the extent that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee must engage such persons to perform acts or services hereunder, (C) printing and engraving expenses in connection with preparing any compensation or Definitive Notes and (D) any other reasonable expenses shall not relieve incurred other than in the ordinary course of its business by the Indenture Trustee of in connection with its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.duties 95

Indenture Trustee’s Fees and Expenses. (a) The Subject to the side letter, dated December 20, 2004, among the Indenture Trustee, the Seller and the Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an 5.01. The Indenture Trustee and any director, officer, employee or agent of an express trust); and the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (iiincluding reasonable attorney’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Class A Notes, or (c) the performance of any of the Indenture Trustee’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee’s duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Class A Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Class A Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv)the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, as applicable, for all reasonable expenses, disbursements (C) printing and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) engraving expenses in connection with preparing any Definitive Notes and (iiiD) any other reasonable expenses incurred other than in the ordinary course of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of its business by the Indenture TrusteeTrustee in connection with its duties hereunder. The Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure routine ongoing expenses incurred by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve in the ordinary course of its duties as Indenture Trustee of its obligations hereunderhereunder or for any other expenses. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Subject to the side letter, dated March 31, 2006, among the Indenture Trustee, the Seller and the Servicer, on behalf of the Residual Holders, agrees: (i) to pay Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 3.04(b)(vi), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an 5.01. The Indenture Trustee and any director, officer, employee or agent of an express trust); and the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (iiincluding reasonable attorney's fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes, or (c) the performance of any of the Indenture Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee's duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except to for any such expense, disbursement or advance as may arise from the extent otherwise expressly provided hereinIndenture Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii), as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the provisions of this Indenture Agreement with respect to: (including A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and disbursements of any of its agents and counsel)accountant, except any such expense, disbursement engineer or advance as may be attributable to its negligence or willful misconduct; provided, appraiser that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction; and (iii) to reimburse is not regularly employed by the Indenture Trustee, pursuant to Section 3.04(b)(xiv)the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, as applicable, for all reasonable expenses, disbursements (C) printing and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) engraving expenses in connection with preparing any Definitive Notes and (iiiD) any other reasonable expenses incurred other than in the ordinary course of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of its business by the Indenture TrusteeTrustee in connection with its duties hereunder. The Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure routine ongoing expenses incurred by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve in the ordinary course of its duties as Indenture Trustee of its obligations hereunderhereunder or for any other expenses. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Servicer, Servicer on behalf of the Residual Holders, Trust Certificate Holder agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi3.05(b)(v), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an a Indenture Trustee of an express trust); andprovided, however, that to the extent payment of any such Indenture Trustee Fees from the Collection Account would result in an Available Funds Shortfall, such Indenture Trustee Fees in an amount equal to the amount of the Available Funds Shortfall shall instead be paid directly by First Sierra to the Indenture Trustee; (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii3.05(b)(vi), as applicable, upon its request request, for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; provided, however, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over 75,000; provided, further, however, that to the life extent payment of any such Indenture Trustee Expenses from the Collection Account would result in an Available Funds Shortfall, such Indenture Trustee Expenses in an amount equal to the amount of the transactionAvailable Funds Shortfall shall instead be paid directly by First Sierra to the Indenture Trustee; and (iii) to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(xiv3.05(b)(xvi), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 75,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.

Indenture Trustee’s Fees and Expenses. (a) The Servicer, Servicer on behalf of the Residual Holders, Holder agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi3.04(b)(v), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an a Indenture Trustee of an express trust); andprovided, however, that to the extent payment of any such Indenture Trustee Fees from the Collection Account would result in an Available Funds Shortfall, such Indenture Trustee Fees in an amount equal to the amount of the Available Funds Shortfall shall instead be paid directly by First Sierra to the Indenture Trustee; (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii3.04(b)(vi), as applicable, upon its request request, for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; provided, however, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over 75,000; provided, further, however, that to the life extent payment of any such Indenture Trustee Expenses from the Collection Account would result in an Available Funds Shortfall, such Indenture Trustee Expenses in an amount equal to the amount of the transactionAvailable Funds Shortfall shall instead be paid directly by First Sierra to the Indenture Trustee; and (iii) to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(xiv3.04(b)(xvi), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 75,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 hereof, the failure by the Servicer to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.expenses

Indenture Trustee’s Fees and Expenses. (a) The Servicer, on behalf Each of the Residual Holders, Issuers jointly and severally agrees: (i) to pay to the Indenture Trustee, pursuant to Section 3.04(b)(vi3.05(b)(v), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of an Indenture Trustee a trustee of an express trust); and; (ii) except to the extent otherwise expressly provided herein, to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(vii3.05(b)(vi), as applicable, upon its request request, for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and expenses and disbursements of any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence gross negligence, bad faith or willful misconduct; provided, however, that for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $30,000 over the life of the transaction100,000; and (iii) to reimburse the Indenture Trustee, pursuant to Section 3.04(b)(xiv3.05(b)(xx), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 7.07(a)(ii) but for the $30,000 100,000 limitation; provided, that for purposes of this clause (iii), such expenses, disbursements and advances shall be limited to an aggregate amount of $45,000 over the life of the transaction (for an aggregate limitation pursuant to clauses (ii) and (iii) of $75,000). (b) The Servicer's Issuers' obligations under this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time. (c) Subject to Section 7.10 7.09 hereof, the failure by the Servicer Issuers to pay to the Indenture Trustee any compensation or other expenses shall not relieve the Indenture Trustee of its obligations hereunder. (d) In the event the Indenture Trustee performs services or incurs expenses in the context of a proceeding described in Sections 6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii6.01(a)(vi) of the Servicing Agreement, the fees for such services and such expenses shall be considered expenses of administration for the purposes of any bankruptcy laws or laws relating to creditors rights generally.