Common use of Servicing Compensation; Payment of Certain Expenses by Master Servicer Clause in Contracts

Servicing Compensation; Payment of Certain Expenses by Master Servicer. (a) The Master Servicer shall be entitled to receive the Servicing Fee as compensation for its services in connection with servicing the Mortgage Loans. The Servicing Fee for each Collection Period and each Mortgage Loan Group shall be paid to the Master Servicer out of Interest Collections for such Mortgage Loan Group prior to their deposit in the Collection Account and shall not be the responsibility or liability of the Trust, the Owner Trustee, the Indenture Trustee, the Class A or Class M Noteholders or the Transferor in respect of the Ownership Interest. Additional servicing compensation in the form of late payment charges or other receipts not required to be deposited in the Collection Account shall be retained by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of Owner Trustee and Indenture Trustee fees, expenses and indemnifications due to the Indenture Trustee under Section 3.09(b) below and all other fees and expenses not expressly stated hereunder to be for the account of the Noteholders and the Transferor in respect of the Ownership Interest) and shall not be entitled to reimbursement therefor except as specifically provided herein. (b) The Master Servicer shall, out of the Servicing Fee, pay to the Indenture Trustee from time to time as compensation for its services a fee previously agreed to by the Master Servicer and the Indenture Trustee. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Servicer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Master Servicer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of the trust created pursuant to the Indenture and the performance of its duties hereunder and under the Indenture. The Indenture Trustee shall notify the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Master Servicer shall not relieve the Master Servicer of its obligations hereunder. The Master Servicer shall defend any such claim and the Indenture Trustee may have separate counsel and the Master Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be entitled to any such reimbursement of any expense or to indemnification against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The indemnification obligations of the Master Servicer set forth in this Section 3.09(b) shall survive the resignation and removal of the Indenture Trustee and the discharge of the Indenture. The Indenture Trustee shall be entitled to retain and reimburse itself from any amounts payable to the Transferor pursuant to Section 5.01(a)(xii) in respect of the Ownership Interest to the extent that the Master Servicer has failed to pay any amounts owing to the Indenture Trustee pursuant to this Section 3.09(b).

Servicing Compensation; Payment of Certain Expenses by Master Servicer. (a) The Master Servicer shall be entitled to receive the Servicing Fee as compensation for its services in connection with servicing the Mortgage Loans. The Servicing Fee for each Collection Period and each Mortgage Loan Group shall be paid to the Master Servicer out of Interest Collections for such Mortgage Loan Group prior to their deposit in the Collection Account and shall not be the responsibility or liability of the Trust, the Owner Trustee, the Indenture Trustee, the Administrator, the Class A or Class M Noteholders or the Transferor in respect of the Ownership Interest. Additional servicing compensation in the form of late payment charges or other receipts not required to be deposited in the Collection Account shall be retained by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of Owner Trustee Trustee, Delaware Trustee, Administrator and Indenture Trustee fees, expenses and indemnifications due to the Indenture Trustee under Section 3.09(b) below 6.7 of the Indenture, due to the Administrator under Section 6.16 of the Indenture, and all other fees and expenses not expressly stated hereunder to be for the account of the Noteholders and the Transferor in respect of the Ownership Interest) and shall not be entitled to reimbursement therefor except as specifically provided herein. (b) The Master Servicer shall, out of the Servicing Fee, pay to the Indenture Trustee from time to time as compensation for its services a fee previously agreed to by the Master Servicer and the Indenture Trustee. The Indenture Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Servicer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's ’s agents, counsel, accountants and experts. The Master Servicer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys' ’ fees) incurred by it in connection with the administration of the trust created pursuant to the Indenture and the performance of its duties hereunder and under the Indenture. The Indenture Trustee shall notify the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Master Servicer shall not relieve the Master Servicer of its obligations hereunder. The Master Servicer shall defend any such claim and the Indenture Trustee may have separate counsel and the Master Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be entitled to any such reimbursement of any expense or to indemnification against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's ’s own willful misconduct, negligence or bad faith. The indemnification obligations of the Master Servicer set forth in this Section 3.09(b) shall survive the resignation and removal of the Indenture Trustee and the discharge of the Indenture. The Indenture Trustee shall be entitled to retain and reimburse itself from any amounts payable to the Transferor pursuant to Section 5.01(a)(xii) in respect of the Ownership Interest to the extent that the Master Servicer has failed to pay any amounts owing to the Indenture Trustee pursuant to this Section 3.09(b).

Servicing Compensation; Payment of Certain Expenses by Master Servicer. (a) The Master Servicer shall be entitled to receive the Servicing Fee as compensation for its services in connection with servicing the Mortgage Loans. The Servicing Fee for each Collection Period and each Mortgage Loan Group shall be paid to the Master Servicer out of Interest Collections for such Mortgage Loan Group prior to their deposit in the Collection Account and shall not be the responsibility or liability of the Trust, the Owner Trustee, the Indenture Trustee, the Class A or Class M Noteholders or the Transferor in respect of the Ownership Interest. Additional servicing compensation in the form of late payment charges or other receipts not required to be deposited in the Collection Account shall be retained by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of Owner Trustee and Indenture Trustee fees, expenses and indemnifications due to the Indenture Trustee under Section 3.09(b) below and all other fees and expenses not expressly stated hereunder to be for the account of the Noteholders and the Transferor in respect of the Ownership Interest) and shall not be entitled to reimbursement therefor except as specifically provided herein. (b) The Master Servicer shall, out of the Servicing Fee, pay to the Indenture Trustee from time to time as compensation for its services a fee previously agreed to by the Master Servicer and the Indenture Trustee. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Servicer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Master Servicer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of the trust created pursuant to the Indenture and the performance of its duties hereunder and under the Indenture. The Indenture Trustee shall notify the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Master Servicer shall not relieve the Master Servicer of its obligations hereunder. The Master Servicer shall defend any such claim and the Indenture Trustee may have separate counsel and the Master Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be entitled to any such reimbursement of any expense or to indemnification against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The indemnification obligations of the Master Servicer set forth in this Section 3.09(b) shall survive the resignation and removal of the Indenture Trustee and the discharge of the Indenture. The Indenture Trustee shall be entitled to retain and reimburse itself from any amounts payable to the Transferor pursuant to Section 5.01(a)(xii) in respect of the Ownership Interest to the extent that 45 the Master Servicer has failed to pay any amounts owing to the Indenture Trustee pursuant to this Section 3.09(b).

Servicing Compensation; Payment of Certain Expenses by Master Servicer. (a) The Master Servicer shall be entitled to receive the Servicing Fee as compensation for its services in connection with servicing the Mortgage Loans. The Servicing Fee for each Collection Period and each Mortgage Loan Group shall be paid to the Master Servicer out of Interest Collections for such Mortgage Loan Group prior to their deposit in the Collection Account and shall not be the responsibility or liability of the Trust, the Owner Trustee, the Indenture Trustee, the Class A or Class M Noteholders or the Transferor in respect of the Ownership Interest. Additional servicing compensation in the form of late payment charges or other receipts not required to be deposited in the Collection Account shall be retained by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder (including payment of Owner Trustee and Indenture Trustee fees, expenses and indemnifications due to the Indenture Trustee under Section 3.09(b) below and all other fees and expenses not expressly stated hereunder to be for the account of the Noteholders and the Transferor in respect of the Ownership Interest) and shall not be entitled to reimbursement therefor except as specifically provided herein. (b) The Master Servicer shall, out of the Servicing Fee, pay to the Indenture Trustee from time to time as compensation for its services a fee previously agreed to by the Master Servicer and the Indenture Trustee. The Indenture Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Servicer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's ’s agents, counsel, accountants and experts. The Master Servicer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys' ’ fees) incurred by it in connection with the administration of the trust created pursuant to the Indenture and the performance of its duties hereunder and under the Indenture. The Indenture Trustee shall notify the Master Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Master Servicer shall not relieve the Master Servicer of its obligations hereunder. The Master Servicer shall defend any such claim and the Indenture Trustee may have separate counsel and the Master Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be entitled to any such reimbursement of any expense or to indemnification against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's ’s own willful misconduct, negligence or bad faith. The indemnification obligations of the Master Servicer set forth in this Section 3.09(b) shall survive the resignation and removal of the Indenture Trustee and the discharge of the Indenture. The Indenture Trustee shall be entitled to retain and reimburse itself from any amounts payable to the Transferor pursuant to Section 5.01(a)(xii) in respect of the Ownership Interest to the extent that the Master Servicer has failed to pay any amounts owing to the Indenture Trustee pursuant to this Section 3.09(b).