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 from time to time out of the Servicing Fee or out of other funds, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), the Trustee upon its request for all reasonable expenses, disbursements and 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 or which is the responsibility of Certificateholders hereunder. In addition, except as provided in Section 2.13(g), the Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated herein, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Servicer to Pay Trustee's Fees and Expenses. Indemnification (a) The Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee for all services rendered by it each of them 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 any co-trustee, and the Servicer will shall pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee and any co-trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any co-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, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, except as provided in Section 2.13(g), the faith. (b) The Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents fromfor, and to hold it the Trustee harmless against, any and all losses, liabilities, damages, claims or expenses (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated herein, other than any loss, liability or expense incurred by reason of without negligence or willful misfeasancemisconduct on its part, bad faith arising out of, or negligence in connection with, the acceptance and administration of the Trust Fund, including its obligation to execute the DTC Letter in its individual capacity, and including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement and the Swap Agreement, and the Servicer further agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense arising out of, or in connection with, the provisions set forth in the performance last paragraph of its duties hereunder Section 2.01(b) hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or by reason proceeding, pending or threatened, relating to the provisions of such paragraph, provided, that (i) with respect to any such claim, the Trustee’s reckless disregard of obligations and duties hereunder, or Trustee shall have given the Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (ii) resulting from while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Servicer in preparing such defense; and (iii) notwithstanding anything in this Agreement to the contrary, the Servicer shall not be liable for settlement of any error in any tax or information return prepared claim by the ServicerTrustee entered into without the prior consent of the Servicer which consent shall not be unreasonably withheld. This section shall survive No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Servicer to indemnify the Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the resignation or removal Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee hereunderat the direction of Certificateholders pursuant to the terms of this Agreement.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee upon its request for all reasonable expenses, disbursements and 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 or which is faith, provided that the responsibility Trustee shall have no lien on the Trust Fund, other than the Expense Accounts, for the payment of Certificateholders hereunderits fees and expenses. In additionTo the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Accounts as of the date such fees and expenses are due and payable, the Servicer shall reimburse the Trustee for such shortfall out of its own funds without reimburse- ment therefor, except as provided in Section 2.13(g)6.03. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or and (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), 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 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 faith, provided that the Trustee shall have no lien on the Trust Fund or which is any Trust REMIC for the responsibility payment of Certificateholders 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. In additionThe Trustee and any director, except as provided in Section 2.13(g)officer, employee or agent of the Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or and (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this SECTION 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or ARTICLE XII. The compensation due to the resignation or removal of any Trustee hereunderpursuant to this SECTION 12.05 shall be paid by the Servicer from it own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Co-Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee and the Co-Trustee shall each be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 Co-Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee and the Co- Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Co-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 faith, provided that the Trustee and the Co-Trustee shall have no lien on the Trust Fund, other than the Expense Account, for the payment of its fees and expenses. To the extent that actual fees and expenses of the Trustee or which is the responsibility Co-Trustee exceed the amount available for payment thereof on deposit in the Expense Account as of Certificateholders hereunder. In additionthe date such fees and expenses are due and payable (including, the case of the Co-Trustee, the amount needed to pay the fees and expenses of the Custodian), the Servicer shall reimburse the Trustee or the Co-Trustee for such shortfall, as the case may be, out of its own funds without reimbursement therefor, except as provided in Section 2.13(g)6.03. The Trustee and the Co-Trustee and any director, officer, employee or agent of the Trustee or the Co-Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Co-Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee and the Co-Trustee shall each be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 Co-Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee and the Co-Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Co-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 faith, provided that the Trustee and the Co-Trustee shall have no lien on the Trust Fund, other than the Expense Account, for the payment of its fees and expenses. To the extent that actual fees and expenses of the Trustee or which is the responsibility Co-Trustee exceed the amount available for payment thereof on deposit in the Expense Account as of Certificateholders hereunder. In additionthe date such fees and expenses are due and payable (including, the case of the Co-Trustee, the amount needed to pay the fees and expenses of the Custodian), the Servicer shall reimburse the Trustee or the Co-Trustee for such shortfall, as the case may be, out of its own funds without reimbursement therefor, except as provided in Section 2.13(g)6.03. The Trustee and the Co-Trustee and any director, officer, employee or agent of the Trustee or the Co-Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section Anything in this Agreement to the certain notwithstanding in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit) even if the Trustee or Co-Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.

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 from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled toto 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) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), the reimburse Trustee upon its request for all reasonable expenses, disbursements and 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 that may arise from its Trustee's negligence or bad faith or which is the responsibility of Certificateholders hereunder. willful misconduct. (b) In addition, except as provided in Section 2.13(g), the Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (i) incurred by Trustee in connection with any legal action relating to this Agreement the Transaction Documents or the Certificates or by reason of its participation in the transactions contemplated hereinexercise or performance of any of the powers or duties of Trustee hereunder, other than any lossthose resulting from the negligence or willful misconduct of Trustee. (c) If Trustee is appointed Successor Servicer pursuant to SECTION 10.2, liability the provisions of this Section shall not apply to expenses, disbursements and advances made or expense incurred by reason of willful misfeasanceTrustee in its capacity as Successor Servicer, bad faith or negligence which shall be paid out of the Trustee Servicing Fee. Servicer's covenant to pay the fees, expenses, disbursements and advances provided for in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section this Section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunderand the termination of this Agreement. (d) Trustee shall look solely to Servicer for payment of amounts described in this Section, and Trustee shall have no claim for payment of such amounts against Issuer or the Collateral.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), 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 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 -107- 119 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 faith, provided that the Trustee shall have no lien on the Trust Fund or which is the responsibility Trust REMIC for the payment of Certificateholders 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. In additionThe Trustee and any director, except as provided in Section 2.13(g)officer, employee or agent of the Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or and (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this Section 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or Article XII. The compensation due to the resignation or removal of any Trustee hereunderpursuant to this Section 12.05 shall be paid by the Servicer from it own funds.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled to, 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) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will shall pay or reimburse, except as provided in Section 2.13(g)reimburse the Trustee (without reimbursement from the Collection Account, the Trustee Excess Funding Account, any Series Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any other documents executed in connection herewith (including the reasonable compensation and the reasonable 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 own gross negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, willful misconduct and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 2.13(g)10.2, the Servicer covenants provisions of this Section 11.5 shall not apply to expenses, disbursements and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims advances made or expenses (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated herein, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason capacity as Successor Servicer. The obligations of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section Servicer under this Section 11.5 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of any Trustee hereunderthe Trustee.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as set forth in a separate fee agreement between the Servicer and the Trustee 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 will pay or reimburse, except as provided in Section 2.13(g), 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 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 faith, provided that the Trustee shall have no lien on the Trust Fund or which is either Trust REMIC for the responsibility payment of Certificateholders 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. In additionThe Trustee and any director, except as provided in Section 2.13(g)officer, employee or agent of the Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or and (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this SECTION 12.05 shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or ARTICLE XII. The compensation due to the resignation or removal of any Trustee hereunderpursuant to this SECTION 12.05 shall be paid by the Servicer from it own funds.