Common use of The Servicer to Pay Trustees’ Fees and Expenses Clause in Contracts

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor 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 except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series the Collection 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 Supplement (including the reasonable fees and expenses of its agents and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer; provided that the Transferors will indemnify, defend and save harmless the Trustee for any loss, liability or expense incurred by it as Successor Servicer which is not otherwise reimbursed hereunder, except to the extent such loss, liability or expense is due to its negligence or bad faith as Successor Servicer. The obligations of the Servicer and the Transferor under this Section 11.05 11.05, Section 7.04, Section 8.04 and Section 11.17 shall survive the termination of the Trust and the resignation or removal of the initial Servicer Trustee or the TrusteeServicer.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor 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 except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor the Collection Account, the 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 (including the reasonable fees and expenses of its agents, any co-Trustees and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this ------------ Section 11.05 11.5 shall not apply to expenses, disbursements and advances made or ------------ incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 11.5 shall survive the ------------ termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, receive such reasonable compensation as shall be agreed upon from time to time between the Servicer and the Trustee (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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.048.4, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor 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 except any such expense, disbursement or advance as may arise from its own negligence or negligence, bad faith or wilful misfeasance and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02section 10.2, the provisions of this Section 11.05 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 11.5 shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Securityholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The obligations of Servicer's covenant to pay the Servicer under expenses, disbursements and advances provided for in this Section 11.05 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of the initial Servicer or the Trustee.. Section 11.6

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor 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 except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The obligations of Servicer's covenant to pay the Servicer under expenses, disbursements and advances provided for in this Section 11.05 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee 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 the Trustee in the execution of the Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.048.4, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor the Collection Account, any Series the Class A Distribution Account, the Class B Distribution Account, the Class C Distribution 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 (including the reasonable fees and expenses of its agents and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.029.2, the provisions of this Section 11.05 10.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor ServicerServicer (which shall be covered out of the Monthly Servicing Fee). The obligations of the Servicer under this Section 11.05 10.5 shall also apply to the Paying Agent and the Transfer Agent and Registrar and shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Except to the extent the Trustee is the Servicer, the Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable such compensation as shall be agreed upon between the Seller and the Trustee (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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series the Collection 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 Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 Seller shall not apply to pay the expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer and the Seller under Section 8.04 and this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The obligations of Servicer's covenant to pay the Servicer under expenses, disbursements and advances provided for in this Section 11.05 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel, the Registrar, the Transfer Agent and the Authenticating Agent) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The obligations of Servicer's covenant to pay the Servicer under expenses, disbursements and advances provided for in this Section 11.05 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and any co-trustee(s) appointed pursuant to Section 11.10 from time to timetime out of its own funds, and the Trustee and any such co-trustee(s), 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder or pursuant to any Supplement of the Trustee, and, subject to Section 8.048.4, the Servicer will pay or reimburse the Trustee and any such co-trustee(s) (without reimbursement from any Investor Account, any Series the Collection Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any such co-trustee(s) in accordance with any of the provisions of this Agreement or any Supplement (including the reasonable fees and expenses of its agents and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this Section 11.05 11.5 shall not apply to expenses, disbursements and advances incurred or made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer and the Transferor under this Section 11.05 11.5, Section 7.4, Section 8.4 and Section 11.17 shall survive the termination of the Trust and the resignation or removal of the initial Servicer Trustee or the TrusteeServicer.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to timetime out of its own funds, 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder or pursuant to any Supplement of the Trustee, and, subject to Section 8.048.4, the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series the Collection 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 Supplement (including the reasonable fees and expenses of its agents and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this Section 11.05 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer and the Transferor under this Section 11.05 11.5, Section 7.4 and Section 8.4 shall survive the termination of the Trust and the resignation or removal of the initial Servicer Trustee or the TrusteeServicer.

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor the Collection Account, the 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 (including the reasonable fees and expenses of its agents, any co-Trustees and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this ------------ Section 11.05 11.5 shall not apply to expenses, disbursements and advances made or ------------ incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 11.5 shall survive ------------ the termination of the Trust and the resignation or removal of the initial Servicer or the Trustee.

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 it, and by its agents, attorneys, custodians and nominees, in the execution of the Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will shall pay or reimburse the Trustee (without reimbursement from the Concentration Account, any Investor Collection Account the 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 except any such expense, disbursement or advance as may arise from its own gross negligence or bad faith willful misconduct and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 shall survive the termination of the Trust and Trust, the resignation or removal of the initial Servicer or Trustee and the Trustee.termination of this Agreement. POOLING AND SERVICING AGREEMENT 103

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04, and the Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhancement Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.0210.2, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be paid out of the Servicing Fee. The obligations of Servicer's covenant to pay the Servicer under expenses, disbursements and advances provided for in this Section 11.05 shall survive the termination of this Agreement or the Trust and the earlier resignation or removal of the initial Servicer or the Trustee.. Section 11.6

The Servicer to Pay Trustees’ Fees and Expenses. The Subject to separate written agreements with the Trustee and the Delaware Trustee, the Servicer covenants and agrees to to, and the Servicer shall, pay to each of the Trustee and the Delaware Trustee from time to time, and the Trustee such trustee shall be entitled to receivepayment, 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 Trust trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.04such trustee. Except as otherwise expressly provided herein, the Servicer will shall pay or reimburse each of the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) and the Delaware Trustee upon its such trustee's request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee such trustee in accordance with any of the provisions of this Agreement and indemnify such trustee from any loss, liability or expense incurred by it hereunder (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ and any expenses which arise out of or are imposed upon the Trustee or the Delaware Trustee in connection with the creation, operation or termination of the Trust) except any such expense, expense or disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentencefaith. The Transferor covenants and agrees to reimburse the Servicer from time to time for all amounts paid by the Servicer to the Trustee pursuant to this Section 11.05 upon written demand therefor; provided, however, that no Trust Assets shall be used for such purpose. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.05 Such obligation shall survive the termination of the Trust and the this Agreement or resignation or removal of the initial Servicer Trustee or the Delaware Trustee. The Tax Matters Person shall, at its expense, prepare or cause to be prepared all federal and state income tax and franchise tax and information returns relating to REMIC I required to be prepared or filed by the Trustee or the Delaware Trustee and shall indemnify the Trustee and the Delaware Trustee for any liability of such trustees arising from any error in such returns.