Common use of Trustee's Fees and Expenses; Indemnity Clause in Contracts

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Back-up Servicer, the Custodian, the Depositor and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Back-up Servicer, the Custodian, the Depositor, the Trustee and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the DepositorDepositor and the Certificate Insurer, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Servicer, the Depositor, the Certificate Insurer and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees Fees and expenses in connection 126 with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this AgreementTrustee, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence (i) the acts of the Trustee in not authorized or required pursuant to this Agreement or taken pursuant to written instructions received from the performance of its duties hereunder Servicer, the Certificate Insurer or the Majority Holders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the DepositorDepositor and the Certificate Insurer, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Back-up Servicer, the Custodian, the Depositor, the Certificate Insurer and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Back-up Servicer, the Custodian, the Depositor, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The obligations of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-co- trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee which shall not be limited by any law in regard to the compensation of a trustee of an expense trust, in accordance with the provision of Section 6.04(a6.5(b) and Section 6.5(d). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and and, prior to the occurrence of an Event of Default, the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions Trustee, in violation of connection with this Agreement, the Insurance Agreement, the Certificate Insurance Policy or any other related document or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its duties hereunder. The Trustee and any director, officer, employee or agent of the Trustee shall also be indemnified by the Holders of the Class R Certificates and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in the performance of performing its duties hereunder as agent for the Tax Matters Person for each of the Trust REMICs under this Agreement, other than any loss, liability or expense incurred by reason of (i) the acts of the Trustee not authorized or required pursuant to this Agreement or taken pursuant to written instructions received from the Servicer, the Certificate Insurer or the Majority Certificateholders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Servicer, the Depositor and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee which shall not be limited by any law in regard to the compensation of a trustee of an expense trust, in accordance with the provision of Section 6.04(a6.5(b) and Section 6.5(d). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and and, prior to the occurrence of an Event of Default, the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions Trustee, in violation of connection with this Agreement, the Insurance Agreement, the Certificate Insurance Policy or any other related document or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its duties hereunder. The Trustee and any director, officer, employee or agent of the Trustee shall also be indemnified by the Holders of the Class R1 and Class R2 Certificates and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in the performance of performing its duties hereunder as agent for the Tax Matters Person for each of the Trust REMICs under this Agreement, other than any loss, liability or expense incurred by reason of (i) the acts of the Trustee not authorized or required pursuant to this Agreement or taken pursuant to written instructions received from the Servicer, the Certificate Insurer or the Majority Certificateholders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the DepositorDepositor and the Certificate Insurer, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, and all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Servicer, the Depositor, the Certificate Insurer and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the DepositorDepositor and the Certificate Insurer, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, 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. The Servicer shall immediately notify the Trustee, the Servicer, the Depositor, the Certificate Insurer and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX.. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 104

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the 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) in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection only with the negotiation and initial execution of this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the a Trust Fund for the payment of its fees and expenses. (b) The Each Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer Servicer, the Seller and the related Reserve Account Trust pursuant to Section 6.4(b)(v) and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the related Trust or the Trustee through the Servicer's acts or omissions in violation of connection with this Agreement, other than any loss, liability or expense incurred by the Trustee 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 its obligations and duties hereunder. The obligations of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection 126 with this Agreement, including, without limitation, all of the Trustee's fees Fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this AgreementTrustee, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence (i) the acts of the Trustee in not authorized or required pursuant to this Agreement or taken pursuant to written instructions received from the performance of its duties hereunder Servicer, the Certificate Insurer or the Majority Holders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the 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) in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection only with the negotiation and initial execution of this Agreement, including, without limitation, all of the Trustee's fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer Servicer, the Seller and the Reserve Account Trust pursuant to Section 6.4(b)(iv) and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of connection with this Agreement, other than any loss, liability or expense incurred by the Trustee 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 its obligations and duties hereunder. The obligations of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees Fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this AgreementTrustee, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence (i) the acts of the Trustee in not authorized or required pursuant to this Agreement or taken 134 pursuant to written instructions received from the performance of its duties hereunder Servicer, the Certificate Insurer or the Majority Holders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of its any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.04(a6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the DepositorDepositor and the Certificate Insurer, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, 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 incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, 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 fees reckless disregard of obligations and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereofduties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this Agreement, other than any loss, liability or 104 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. The Servicer shall immediately notify the Trustee, the Servicer, the Depositor, the Certificate Insurer and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. The obligations of the Servicer under this Section 9.05 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or removal of the Trustee, termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary 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 profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses; Indemnity. (a) The Trustee acknowledges that in consideration of the performance of its duties hereunder it is entitled to receive the Trustee's Trustee Fee in accordance with the provision of Section 6.04(a6.5(a). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all of the Trustee's fees Fees and expenses in connection with any actions taken by the Trustee pursuant to Section 9.12 hereof. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Certificate Insurer shall not pay any of the 138 Trustee's fees and expenses in connection with this transaction. The Trustee shall not be entitled to compensation for any expense, disbursement or advance as may arise from its negligence or bad faith, and the Trustee shall have no lien on the Trust Fund for the payment of its fees and expenses. (b) The Trust Fund, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Trustee through the Servicer's acts or omissions in violation of this AgreementTrustee, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence (i) the acts of the Trustee in not authorized or required pursuant to this Agreement or taken pursuant to written instructions received from the performance of its duties hereunder Servicer, the Certificate Insurer or the Majority Holders, or (ii) by reason of the Trustee's reckless disregard of obligations and duties hereunder. The obligations obligation of the Servicer under this Section 9.05 9.5 arising prior to any resignation or termination of the Servicer hereunder shall survive termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Article IX.