Common use of Trustee’s Fees and Expenses; Indemnification Clause in Contracts

Trustee’s Fees and Expenses; Indemnification. The Servicer in a separate agreement (the "FEE LETTER") has covenanted and agreed to pay to the Trustee, and the Trustee shall be entitled to, certain annual fees (the "ANNUAL TRUSTEE'S FEE") (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, including services as Backup Servicer, rendered by it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the powers and duties under this Agreement of the Trustee. To the extent not covered by ARTICLE IX, the Depositor and the Servicer shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all costs, expenses (including legal fees and expenses), losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance of the performance of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability is due to the bad faith or gross negligence (except for errors in judgment) of the Trustee or the Backup Servicer, respectively. In addition, the Servicer in SECTION 9.1 has agreed to indemnify the Trustee with respect to certain matters, and the Certificateholders in their individual capacity under SECTION 11.3(C) or (D) may agree to indemnify the Trustee under certain circumstances. The provisions of this SECTION 11.6 shall (i) not be in limitation of the Fee Letter entered into in connection with this Agreement between the Servicer and the Trustee (ii) shall not terminate or be deemed released upon the resignation or termination of [____________________] as the Servicer, or the resignation or termination of the Trustee or the Backup Servicer and (iii) shall survive any termination of this Agreement.

Trustee’s Fees and Expenses; Indemnification. The Servicer in a separate agreement (the "FEE LETTERFee Letter") has covenanted and agreed to pay to the Trustee, and the Trustee shall be entitled to, certain annual fees (the "ANNUAL TRUSTEE'S FEEAnnual Trustee's Fee") (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, including services as Backup Servicer, rendered by it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the powers and duties under this Agreement of the Trustee. To the extent not covered by ARTICLE Article IX, the Depositor and the Servicer shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all costs, expenses (including legal fees and expenses), losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance of the performance of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability is due to the bad faith or gross negligence (except for errors in judgment) of the Trustee or the Backup Servicer, respectively. In addition, the Servicer in SECTION Section 9.1 has agreed to indemnify the Trustee with respect to certain matters, and the Certificateholders in their individual capacity under SECTION 11.3(CSection 11.3(c) or (Dd) may agree to indemnify the Trustee under certain circumstances. The provisions of this SECTION Section 11.6 shall (i) not be in limitation of the Fee Letter entered into in connection with this Agreement between the Servicer and the Trustee (ii) shall not terminate or be deemed released upon the resignation or termination of [____________________] as the Servicer, or the resignation or termination of the Trustee or the Backup Servicer and (iii) shall survive any termination of this Agreement.

Trustee’s Fees and Expenses; Indemnification. The Master Servicer in a separate agreement (the "FEE LETTERFee Letter") has covenanted and agreed to pay to the Trustee, and the Trustee shall be entitled to, certain annual fees (the "ANNUAL TRUSTEE'S FEEAnnual Trustee's Fee") (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, including services as Backup Servicer, rendered by it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the powers and duties under this Agreement of the Trustee. To the extent not covered by ARTICLE Article IX, the Depositor Seller and the Master Servicer shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all costs, expenses (including legal fees and expenses), losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance of the performance of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability is due to the bad faith or gross negligence (except for errors in judgment) of the Trustee or the Backup Servicer, respectively. In addition, the Master Servicer in SECTION 9.1 Section 9.2 has agreed to indemnify the Trustee with respect to certain matters, and the Certificateholders in their individual capacity under SECTION 11.3(CSection 11.3(c) or (Dd) may agree to indemnify the Trustee under certain circumstances. The provisions of this SECTION Section 11.6 shall (i) not be in limitation of the Fee Letter entered into in connection with this Agreement between the Master Servicer and the Trustee (ii) shall not terminate or be deemed released upon the resignation or termination of [____________________] HFC as the Servicer, or the resignation or termination of the Trustee or the Backup Master Servicer and (iii) shall survive any termination of this Agreement.

Trustee’s Fees and Expenses; Indemnification. The Servicer in a separate agreement (the "FEE LETTERFee Letter") has covenanted and agreed to pay to the Trustee, and the Trustee shall be entitled to, certain annual fees (the "ANNUAL TRUSTEE'S FEEAnnual Trustee's Fee") (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, including services as Backup Servicer, rendered by it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the powers and duties under this Agreement of the Trustee. To the extent not covered by ARTICLE Article IX, the Depositor Seller and the Servicer shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all costs, expenses (including legal fees and expenses), losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance of the performance of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability is due to the bad faith or gross negligence (except for errors in judgment) of the Trustee or the Backup Servicer, respectively. In addition, the Servicer in SECTION Section 9.1 has agreed to indemnify the Trustee with respect to certain matters, and the Certificateholders in their individual capacity under SECTION 11.3(CSection 11.3(c) or (Dd) may agree to indemnify the Trustee under certain circumstances. The provisions of this SECTION Section 11.6 shall (i) not be in limitation of the Fee Letter entered into in connection with this Agreement between the Servicer and the Trustee (ii) shall not terminate or be deemed released upon the resignation or termination of [____________________] AmeriCredit as the Servicer, or the resignation or termination of the Trustee or the Backup Servicer and (iii) shall survive any termination of this Agreement.