Common use of Servicer to Pay Trustee's Fees and Expenses Clause in Contracts

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. The Tax Matters Person (or Person acting To the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Account as its attorney-in-fact or agent) of the date such fees and expenses are due and payable, the Servicer shall indemnify reimburse the Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Trustee and any liability director, officer, employee or agent of or assessment against the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive payment of the Certificates, and shall extend to the Trustee any compensation owed to the Trustee co-trustee appointed pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. The Tax Matters Person (or Person acting To the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Account as its attorney-in-fact or agent) of the date such fees and expenses are due and payable, the Servicer shall indemnify reimburse the Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Trustee and any liability director, officer, employee or agent of or assessment against the Trustee and the Spread Account Custodian and any director, officer, employee or agent of the Spread Account Custodian shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive payment of the Certificates, and shall extend to the Trustee any compensation owed to the Trustee co-trustee appointed pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-attorney- in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The (a) To the extent not paid by Servicer to Trustee from funds constituting the Servicing Fee, Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, such reasonable compensation as is agreed upon in writing between Trustee and Servicer (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 connection with the execution of the trusts hereby created Transaction Documents and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement the Transaction Documents to which it is a party (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-Trustee and of all persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance that may arise from Trustee's negligence or willful misconduct. (b) In addition, Servicer agrees to indemnify Trustee from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred by Trustee in connection with the Transaction Documents or made by in the exercise or performance of any of the powers or duties of Trustee hereunder, other than those resulting from the negligence or willful misconduct of Trustee. (c) If Trustee is appointed Successor Servicer pursuant to this AgreementSection 10.2, the provisions of this section shall not apply to expenses, disbursements and advances made or incurred by Trustee in its capacity as Successor Servicer, which shall be entitled paid out of the Servicing Fee. Servicer's covenant to withdraw pay the fees, expenses, disbursements and retain such amount from advances provided for in this section shall survive the Certificate Account. In resignation or removal of Trustee and the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) termination of this Agreement. (d) Trustee shall look solely to Servicer for payment of amounts described in this Section 11.5, and Trustee shall have no claim for payment of such amounts against Transferor or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawTransferred Assets.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund, other than the Expense Accounts, for the payment of its fees and expenses. The Tax Matters Person (or Person acting To the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Accounts as its attorney-in-fact or agent) of the date such fees and expenses are due and payable, the Servicer shall indemnify reimburse the Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Trustee and any liability director, officer, employee or agent of or assessment against the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive payment of the Certificates, and shall extend to the Trustee any compensation owed to the Trustee co-trustee appointed pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, including the powers and duties described in Section 2.07 hereof, and the Servicer shall will pay or reimburse the Trustee upon its request request, and, if such amounts are not paid by the Servicer within thirty (30) days of demand therefor, with interest thereon at the Trustee's prime rate (which prime rate shall not exceed 10% per annum), for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including including, without limitation, the reasonable compensation and the fees, expenses and disbursements of its counsel (including, reasonable compensation of its in-house counsel on an hourly basis) and of all persons not regularly in its employ, including any agents, attorneys and accountants of the Trustee, as described in Section 2.07(a) hereof) and such out-of-pocket expenses as may be incurred by the Trustee in assuming servicing responsibilities under Section 10.02 hereof, such reimbursable amounts to include expenses incurred due to the Servicer's failure to properly discharge its responsibilities hereunder or to the representations and warranties as to any Mortgage Loan or Loans being untrue, but not to include general overhead incurred by the Trustee as a result of becoming Successor Servicer, provided however, prior to incurring such expenses, disbursements and advances ("costs"), the Trustee will give the Servicer an opportunity to provide such services to render such costs unnecessary), except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund or the REMIC for the payment of its fees and expenses. Failure by the Servicer to pay any such fees or other expenses shall not relieve the Trustee of its obligation hereunder. The Tax Matters Person (Trustee and any director, officer, employee or Person acting as its attorney-in-fact or agent) shall indemnify agent of the Trustee for shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or assessment against negligence in the Trustee performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to the Trustee any co-trustee appointed pursuant to this Article XII. The compensation owed due to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made Section 12.05 shall be paid by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount Servicer from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawit own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee (including any custodial services), and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees the Depositor, jointly and severally, covenant and agree to pay to the Trustee monthly (or as otherwise agreed)annually, from amounts on deposit in the Trustee Expense Accounts, and the Trustee shall be entitled to receiveto, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all routine services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and routine duties hereunder of the Trustee, and the Servicer shall and the Depositor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund, other than the Trustee Expense Accounts, for the payment of its fees and expenses. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) To the extent that actual fees and expenses of the Trustee exceed the Annual Trustee Expense Amounts, the Servicer and/or the Depositor shall indemnify reimburse the Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Trustee and any liability director, officer, employee or agent of or assessment against the Trustee shall be indemnified, jointly and severally, by the Servicer and the Depositor and held harmless against any loss, liability or expense (including legal fees and expenses) (i) incurred in connection with any legal action relating to this Agreement, the Prospectus or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay and the Depositor under this Section 12.05 shall survive termination of the initial Servicer and payment of the Certificates with respect to the Trustee any compensation owed Sub-Pool, and shall extend to the Trustee any co-trustee or separate-trustee appointed pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, reasonable compensation as agreed upon (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 trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee (without reimbursement from any Series Account or otherwise) upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' feesif any, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the fees and reasonable compensation and the expenses and disbursements of its counsel agents and of all persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence or bad faithfaith and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The Tax Matters Person (obligations of the Servicer under this Section 11.5 shall survive the termination of the Trust and the resignation or Person acting as its attorney-in-fact or agent) shall indemnify removal of the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such PersonTrustee. In the event that (i) case of a sale, disposition or liquidation of the Servicer does not pay to the Trustee any compensation owed to the Trustee Trust Assets pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreementsubsection 9.2(a), the Trustee shall be entitled to withdraw and retain such amount from any amounts distributable to the Transferor pursuant to any Supplement with respect to any Series from the Certificate Accountproceeds of such sale, disposition or liquidation an amount equal to the Trustee's expenses in connection with such sale, disposition or liquidation and the performance by the Trustee of the procedures set forth in subsection 9.2(a). In the event Whenever the Trustee incurs expenses after the occurrence of an Insolvency Event with respect to the Transferor or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of DefaultServicer, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or equivalent any other applicable federal or state bankruptcy, insolvency or similar law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Custodian monthly (or as otherwise agreed), and the Trustee and the Custodian shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrust or a custodian) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee and the Custodian (including any custodial services), and the Servicer shall pay or reimburse the Trustee and the Custodian upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee and the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee and the Custodian any compensation owed to the Trustee or the Custodian pursuant to this Agreement or (ii) the Trustee or the Custodian is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee or the Custodian pursuant to this Agreement, the Trustee on behalf of itself and the Custodian shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The (a) To the extent not paid by the Servicer to the Trustee from funds constituting the Servicing Fee, the Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, such reasonable compensation (as is agreed upon in writing between the Trustee and the Servicer, in the case of any such fees payable to the Trustee, which amount shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrust (the "Trustee's Fee") for all services rendered by it in the execution of the trusts trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee hereunder and under the other Transaction Documents, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement Indenture and the other Transaction Documents to which it is a party (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employ) counsel), except any such expense, disbursement or advance as may arise from its the Trustee's own negligence or bad faith. The Tax Matters Person willful misconduct and except as otherwise provided in the following subsection. (or Person acting as its attorney-in-fact or agentb) shall In addition, the Servicer (if other than the Trustee) agrees to indemnify the Trustee for from, and hold it harmless against, any liability and all losses, liabilities, damages, claims or expenses (including, without limitation, the reasonable fees and expenses of or assessment against counsel) incurred by the Trustee in the exercise or performance of any of its powers or duties hereunder and the other Transaction Documents or as a result of the Trustee's action as Trustee hereunder and/or thereunder, other than those resulting from any error in any tax the negligence or tax information returns prepared or caused to be prepared by such Person. In willful misconduct of the event that Trustee. (ic) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) If the Trustee is appointed Successor Servicer pursuant to Article X, the provisions of this Section 11.10 shall not reimbursed for any expenseapply to expenses, disbursement disbursements and advances made or advance incurred or made by the Trustee pursuant in its capacity as Successor Servicer, which accounts shall be paid out of the Servicing Fee. The Servicer's covenant to pay the fees, expenses, disbursements and advances provided for in this Agreement, Section 11.10 shall survive the resignation or removal of the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) satisfaction and discharge of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawIndenture.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.. 104

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, including the powers and duties described in Section 2.07 hereof, and the Servicer shall will pay or reimburse the Trustee upon its request request, and, if such amounts are not paid by the Servicer within thirty (30) days of demand therefor, with interest thereon at the Trustee's prime rate (which prime rate shall not exceed 10% per annum), for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including including, without limitation, the reasonable compensation and the fees, expenses and disbursements of its counsel (including, reasonable compensation of its in-house counsel on an hourly basis) and of all persons not regularly in its employ, including any agents, attorneys and accountants of the Trustee, as described in Section 2.07(a) hereof) and such out-of-pocket expenses as may be incurred by the Trustee in assuming servicing responsibilities under Section 10.02 hereof, such reimbursable amounts to include expenses incurred due to the Servicer's failure to properly discharge its responsibilities hereunder or to the representations and warranties as to any Mortgage Loan or Loans being untrue, but not to include general overhead incurred by the Trustee as a result of becoming Successor Servicer (provided however, prior to incurring such expenses, disbursements and advances ("costs"), the Trustee will give the Servicer an opportunity to provide such services to render such costs unnecessary), except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund or the REMIC for the payment of its fees and expenses. Failure by the Servicer to pay any such fees or other expenses shall not relieve the Trustee of its obligation hereunder. The Tax Matters Person (Trustee and any director, officer, employee or Person acting as its attorney-in-fact or agent) shall indemnify agent of the Trustee for shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or assessment against negligence in the Trustee performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to the Trustee any co-trustee appointed pursuant to this Article XII. The compensation owed due to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made Section 12.05 shall be paid by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount Servicer from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawit own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. The Tax Matters Person (or Person acting To the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Account as its attorney-in-fact or agent) of the date such fees and expenses are due and payable, the Servicer shall indemnify reimburse the Trustee for such shortfall out of its own funds without reimbursement therefor, except as provided in Section 6.03. The Trustee and any director, officer, employee or agent of the Trustee, and the Spread Account Custodian and any director, officer, employee or agent of the Spread Account Custodian, shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or assessment against negligence in the Trustee performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive payment of the Certificates, and shall extend to the Trustee any compensation owed to the Trustee co-trustee appointed pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any 140 default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, including the powers and duties described in Section 2.07 hereof, and the Servicer shall will pay or reimburse the Trustee upon its request request, and, if such amounts are not paid by the Servicer within thirty (30) days of demand therefor, with interest thereon at the Trustee's prime rate (which prime rate shall not exceed 10% per annum), for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including including, without limitation, the reasonable compensation and the fees, expenses and disbursements of its counsel (including, reasonable compensation of its in-house counsel on an hourly basis) and of all persons not regularly in its employ, including any agents, attorneys and accountants of the Trustee, as described in Section 2.07(a) hereof) and such out-of-pocket expenses as may be incurred by the Trustee in assuming servicing responsibilities under Section 10.02 hereof, such reimbursable amounts to include expenses incurred due to the Servicer's failure to properly discharge its responsibilities hereunder or to the representations and warranties as to any Mortgage Loan or Loans being untrue, but not to include general overhead incurred by the Trustee as a result of becoming Successor Servicer, (provided however, prior to incurring such expenses, disbursements and advances ("costs"), the Trustee will give the Servicer an opportunity to provide such services to render such costs unnecessary), except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund or the REMIC for the payment of its fees and expenses. Failure by the Servicer to pay any such fees or other expenses shall not relieve the Trustee of its obligation hereunder. The Tax Matters Person (Trustee and any director, officer, employee or Person acting as its attorney-in-fact or agent) shall indemnify agent of the Trustee for shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or assessment against negligence in the Trustee performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to the Trustee any co-trustee appointed pursuant to this Article XII. The compensation owed due to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made Section 12.05 shall be paid by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount Servicer from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawit own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, reasonable compensation (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 trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse Trustee (without reimbursement from the Trustee Collection Account or otherwise) upon its request for all reasonable expenses, expenses or disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence own negligence, willful misconduct or bad faithfaith and except as provided 76 in the following sentence. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the If Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the is appointed Successor Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this AgreementSECTION 10.2, the provisions of this SECTION 11.5 shall not apply to expenses, disbursements and advances made or incurred by Trustee shall be entitled to withdraw and retain such amount from the Certificate Accountin its capacity as Successor Servicer. In the event When the Trustee incurs expenses or renders services in any proceedings which result from connection with an Insolvency Event of or a Servicer Default under Section 7.1, subsections (iii10.1(d), such expenses (ivincluding the fees and expenses of its counsel and agents) or (v) of this Agreement, or from any default which, with and the passage of time, would become an Event of Default, the expenses so incurred and compensation for such services so rendered are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. The obligations of Servicer under SECTION 8.4 and this SECTION 11.5 shall survive the United States Bankruptcy Code termination of the Trust and the resignation or equivalent lawremoval of Trustee.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Custodian monthly (or as otherwise agreed), and the Trustee and the Custodian shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrustor a custodian) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee and the Custodian (including any custodial services), and the Servicer shall pay or reimburse the Trustee and the Custodian upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee and the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee and the Custodian any compensation owed to the Trustee or the Custodian pursuant to this Agreement or (ii) the Trustee or the Custodian is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee or the Custodian pursuant to this Agreement, the Trustee on behalf of itself and the Custodian shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of 100 Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receiveto, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, including the powers and duties described in Section 2.07 hereof, and the Servicer shall will pay or reimburse the Trustee upon its request request, and, if such amounts are not paid by the Servicer within thirty (30) days of demand therefor, with interest thereon at the Trustee's prime rate (which prime rate shall not exceed 10% per annum), for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including including, without limitation, the reasonable compensation and the fees, expenses and disbursements of its counsel (including, reasonable compensation of its in-house counsel on an hourly basis) and of all persons not regularly in its employ, including any agents, attorneys and accountants of the Trustee, as described in Section 2.07(a) hereof) and such out-of-pocket expenses as may be incurred by the Trustee in assuming servicing responsibilities under Section 10.02 hereof, such reimbursable amounts to include expenses incurred due to the Servicer's failure to properly discharge its responsibilities hereunder or to the representations and warranties as to any Mortgage Loan or Loans being untrue, but not to include general overhead incurred by the Trustee as a result of becoming successor Servicer (provided however, prior to incurring such expenses, disbursements and advances ("costs"), the Trustee will give the Servicer an opportunity to provide such services to render such costs unnecessary), except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Trustee shall have no lien on the Trust Fund or the Trust REMIC for the payment of its fees and expenses. Failure by the Servicer to pay any such fees or other expenses shall not relieve the Trustee of its obligation hereunder. The Tax Matters Person (Trustee and any director, officer, employee or Person acting as its attorney-in-fact or agent) shall indemnify agent of the Trustee for shall be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or assessment against negligence in the Trustee performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or tax information returns prepared or caused to be return prepared by such Personthe Servicer. In the event that (i) The obligations of the Servicer does not pay under this Section 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to the Trustee any co-trustee appointed pursuant to this Article XII. The compensation owed due to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made Section 12.05 shall be paid by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount Servicer from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawit own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Custodian monthly (or as otherwise agreed), and the Trustee and the Custodian shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrustor a custodian) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee and the Custodian (including any custodial services), and the Servicer shall pay or reimburse the Trustee and the Custodian upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee and the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee and the Custodian any compensation owed to the Trustee or the Custodian pursuant to this Agreement or (ii) the Trustee or the Custodian is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee or the Custodian pursuant to this Agreement, the Trustee on behalf of itself and the Custodian shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.. 102

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Custodian monthly (or as otherwise agreed), and the Trustee and the Custodian shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrustor a custodian) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee and the Custodian (including any custodial services), and the Servicer shall pay or reimburse the Trustee and the Custodian upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee and the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee and the Custodian any compensation owed to the Trustee or the Custodian pursuant to this Agreement or (ii) the Trustee or the Custodian is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee or the Custodian pursuant to this Agreement, the Trustee on behalf of itself and the Custodian shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.. 100

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, reasonable compensation (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 trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse Trustee (without reimbursement from the Trustee Collection Account or otherwise) upon its request for all reasonable expenses, expenses or disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence own negligence, willful misconduct or bad faithfaith and except as provided in the following sentence. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the If Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the is appointed Successor Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this AgreementSection 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by Trustee shall be entitled to withdraw and retain such amount from the Certificate Accountin its capacity as Successor Servicer. In the event When the Trustee incurs expenses or renders services in any proceedings which result from connection with an Insolvency Event of or a Servicer Default under Section 7.1, subsections (iii10.1(d), such expenses (ivincluding the fees and expenses of its counsel and agents) or (v) of this Agreement, or from any default which, with and the passage of time, would become an Event of Default, the expenses so incurred and compensation for such services so rendered are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. The obligations of Servicer under Section 8.4 and this Section 11.5 shall survive the United States Bankruptcy Code termination of the Trust and the resignation or equivalent lawremoval of Trustee.

Servicer to Pay Trustee's Fees and Expenses. The Each Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the related Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the related Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to 91 the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Custodian monthly (or as otherwise agreed), and the Trustee and the Custodian shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrustor a custodian) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee and the Custodian (including any custodial services), and the Servicer shall pay or reimburse the Trustee and the Custodian upon its request for all reasonable and usual expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee and the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee and the Custodian any compensation owed to the Trustee or the Custodian pursuant to this Agreement or (ii) the Trustee or the Custodian is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee or the Custodian pursuant to this Agreement, the Trustee on behalf of itself and the Custodian shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would 108 become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so 112 rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to 116 constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and the Trustee shall be entitled to receive, reasonable compensation (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 hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.. 105

Servicer to Pay Trustee's Fees and Expenses. The (a) To the extent not paid by the Servicer to the Trustee from funds constituting the Servicing Reimbursement, the Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, such reasonable compensation (as is agreed upon in writing between the Trustee and the Servicer, in the case of any such fees payable to the Trustee, which amount shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrust (the "Trustee's Fee") for all services rendered by it in the execution of the trusts trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the TrusteeTrustee hereunder and under the other Transaction Documents, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances, including reasonable attorneys' fees, advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement Indenture and the other Transaction Documents to which it is a party (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employ) counsel), except any such expense, disbursement or advance as may arise from its the Trustee's own negligence or bad faith. The Tax Matters Person willful misconduct and except as otherwise provided in the following subsection (or Person acting as its attorney-in-fact or agentc). (b) shall In addition, the Servicer (if other than the Trustee) agrees to indemnify the Trustee for from, and hold it harmless against, any liability and all losses, liabilities, damages, claims or expenses (including, without limitation, the reasonable fees and expenses of or assessment against counsel) incurred by the Trustee in the exercise or performance of any of its powers or duties hereunder and the other Transaction Documents or as a result of the Trustee's action as Trustee hereunder and/or thereunder, other than those resulting from any error in any tax the gross negligence or tax information returns prepared or caused to be prepared by such Person. In willful misconduct of the event that Trustee. (ic) the Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) If the Trustee is appointed Successor Servicer pursuant to Article X, the provisions of this Section 11.10 shall not reimbursed for any expenseapply to expenses, disbursement disbursements and advances made or advance 110 117 incurred or made by the Trustee pursuant in its capacity as Successor Servicer, which accounts shall be paid out of the Servicing Reimbursement. The Servicer's covenant to pay the fees, expenses, disbursements and advances provided for in this Agreement, Section 11.10 shall survive the resignation or removal of the Trustee shall be entitled to withdraw and retain such amount from the Certificate Account. In the event the Trustee incurs expenses or renders services in any proceedings which result from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) satisfaction and discharge of this Agreement, or from any default which, with the passage of time, would become an Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent lawIndenture.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee monthly (or as otherwise agreed)from time to time, and the Trustee shall be entitled to receive, reasonable compensation (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 trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer shall will pay or reimburse Trustee (without reimbursement from the Trustee Collection Account or otherwise) upon its request for all reasonable expenses, expenses or disbursements and advances, including reasonable attorneys' fees, incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence own negligence, willful misconduct or bad faithfaith and except as provided in the following sentence. The Tax Matters Person (or Person acting as its attorney-in-fact or agent) shall indemnify the If Trustee for any liability of or assessment against the Trustee resulting from any error in any tax or tax information returns prepared or caused to be prepared by such Person. In the event that (i) the is appointed Successor Servicer does not pay to the Trustee any compensation owed to the Trustee pursuant to this Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or advance incurred or made by the Trustee pursuant to this AgreementSECTION 10.2, the provisions of this SECTION 11.5 shall not apply to expenses, disbursements and advances made or incurred by Trustee shall be entitled to withdraw and retain such amount from the Certificate Accountin its capacity as Successor Servicer. In the event When the Trustee incurs expenses or renders services in any proceedings which result from connection with an Insolvency Event of or a Servicer Default under Section 7.1, subsections (iii10.1(d), such expenses (ivincluding the fees and expenses of its counsel and agents) or (v) of this Agreement, or from any default which, with and the passage of time, would become an Event of Default, the expenses so incurred and compensation for such services so rendered are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. The obligations of Servicer under SECTION 8.4 and this SECTION 11.5 shall survive the United States Bankruptcy Code termination of the Trust and the resignation or equivalent lawremoval of Trustee.