Common use of Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification Clause in Contracts

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to the Owner Trustee, and the Owner Trustee shall be entitled to, such reasonable compensation as shall have been separately agreed to in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the Owner Trustee's powers and duties under this Agreement and the Indenture, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasance, negligence, or bad faith. The Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the Indenture. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the Servicer. Additionally, the Seller, pursuant to Section 12.02 and subject to the limitations set forth therein, and the Servicer, pursuant to Section 13.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture.

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to the Owner Trustee, and the Owner Trustee shall be entitled to, such reasonable compensation as shall have been separately agreed to in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the Owner Trustee's powers and duties under this Agreement and the Indenture, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasance, negligence, or bad faith. The Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the Indenture. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the Servicer. Additionally, the Seller, pursuant to Section 12.02 and subject to the limitations set forth therein12.02, and the Servicer, pursuant to Section 13.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture.

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to the Owner Trustee, and the Owner Trustee shall be entitled to, such reasonable compensation as shall have been separately agreed to in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the Owner Trustee's powers and duties under this Agreement and the Indenture, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasance, negligence, or bad faith. The Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the Indenture. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the Servicer. Additionally, the Seller, pursuant to Section 12.02 11.02 and subject to the limitations set forth therein, and the Servicer, pursuant to Section 13.0212.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture.

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to In accordance with the priorities set forth in Section 9.05(a) of the Indenture, the Owner TrusteeTrustee shall receive as compensation for its services hereunder the Owner Trustee Fee, and the Owner Trustee shall be entitled toto be reimbursed in accordance with such priorities for its other reasonable expenses incurred hereunder, including the reasonable compensation, expenses and disbursements of such reasonable compensation agents, representatives, experts and counsel as shall have been separately agreed to the Owner Trustee may employ in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in connection with the exercise and performance of any of its rights and its duties hereunder and under the Owner Trustee's powers and duties under this Agreement and the IndentureBasic Documents, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasance, negligence, or bad faith. Any amounts paid to the Owner Trustee pursuant to this Section 15.10 shall be deemed not to be a part of the Trust Property immediately after such payment. The Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the Indenture. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the ServicerServicer and BVAC. Additionally, the SellerTransferor, pursuant to Section 12.02 and subject to the limitations set forth therein, and the Servicer, pursuant to Section 13.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture. No successor Servicer shall be obligated to make the indemnity payments required by this Section 15.10 and instead the Owner Trustee and the Indenture Trustee shall receive such amounts, to the extent of Available Funds on each Payment Date, in the priorities set forth in Section 9.05(a) of the Indenture provided, however, the Owner Trustee agrees that no amount owed or paid under the Policy shall be paid to the Owner Trustee for amounts payable to the Owner Trustee.

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to In accordance with the priorities set forth in Section 8.05(a) of the Indenture, the Owner TrusteeTrustee shall receive as compensation for its services hereunder the Owner Trustee Fee, and the Owner Trustee shall be entitled toto be reimbursed in accordance with such priorities for its other reasonable expenses incurred hereunder, including the reasonable compensation, expenses and disbursements of such reasonable compensation agents, representatives, experts and counsel as shall have been separately agreed to the Owner Trustee may employ in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in connection with the exercise and performance of any of its rights and its duties hereunder and under the Owner Trustee's powers and duties under this Agreement and the IndentureBasic Documents, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasancemisconduct, negligence, or bad faith. Any amounts paid to the Owner Trustee pursuant to this Section 15.10 shall be deemed not to be a part of the Trust Property immediately after such payment. The Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasancemisconduct, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and any Basic Document to which it is a party on behalf of the IndentureTrust. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the ServicerServicer and BVAC. Additionally, the SellerTransferor, pursuant to Section 12.02 and subject to the limitations set forth therein, and the Servicer, pursuant to Section 13.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity The indemnities of this paragraph shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and reasonable expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture. (c) No successor Servicer (including the Back-up Servicer) shall be obligated to make any payments or indemnities required by this Section 15.10 and instead the Owner Trustee and the Indenture Trustee shall receive such amounts, to the extent of Available Funds on each Payment Date, in the priorities set forth in Section 8.05(a) of the Indenture provided, however, the Owner Trustee agrees that no amount owed or paid under the Policy shall be paid to the Owner Trustee for amounts payable to the Owner Trustee.

Owner Trustee's and Indenture Trustee's Fees and Expenses; Indemnification. (a) The Servicer shall pay to the Owner Trustee, and the Owner Trustee shall be entitled to, such reasonable compensation as shall have been separately agreed to in writing on or prior to the date hereof (which 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 it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the Owner Trustee's powers and duties under this Agreement and the Indenture, and the Servicer shall pay or reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements, and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Owner Trustee in accordance with any provisions of this Agreement and the Indenture, except any such expense, disbursement, or advance as may be attributable to its willful misfeasance, negligence, or bad faith. The , and the Servicer shall indemnify the Owner Trustee (in its individual and trust capacities) (which, for purposes of this section, shall include its directors, officers, employees, and agents) for and hold it harmless against any loss, liability, claim, action, suit, cost, disbursement, tax (other than taxes as or resulting from compensation received for its services as Owner Trustee) or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the Indenture. The Servicer shall pay the fees and expenses of the Administrator under the Administration Agreement; provided, however, that the Servicer shall only be required to pay the reasonable fees and expenses of any successor Administrator or such other fees agreed to in writing by the Servicer. Additionally, the Seller, pursuant to Section 12.02 and subject to the limitations set forth therein12.02, and the Servicer, pursuant to Section 13.02, respectively, shall indemnify the Owner Trustee with respect to certain matters. This indemnity shall survive the termination of this Agreement and the Indenture or the termination of the Trust and the resignation or removal of the Owner Trustee. (b) The Servicer hereby agrees to pay or reimburse the fees and expenses of the Indenture Trustee as provided in Section 6.07 of the Indenture.