TRUSTEE
ANY FEES OR CHARGES PREVIOUSLY PAID TO THE TRUSTEE IN RESPECT OF DUTIES NOT YET
PERFORMED UNDER THIS AGREEMENT WHICH REMAIN TO BE PERFORMED BY SUCH SUCCESSOR
TRUSTEE.
ANY SUCCESSOR TRUSTEE SHALL (I) PROMPTLY MAIL NOTICE OF ITS
APPOINTMENT TO ALL AFFECTED CERTIFICATEHOLDERS, (II) AUTOMATICALLY BE BOUND BY
ALL TERMS OF THIS AGREEMENT AND (III) PROMPTLY TAKE SUCH STEPS AND ESTABLISH
SUCH BOOKS AND RECORDS AS MAY BE NECESSARY OR APPROPRIATE FOR IT TO COMPLY WITH
THE PROVISIONS OF THIS AGREEMENT.
SECTION
9.09
Fees and Expenses of the Trustee.
The reasonable charges, fees and reimbursements for services provided by the
Trustee hereunder shall be determined by mutual written agreement of the
Depositor and the Trustee, and the Depositor shall pay all such agreed charges,
fees and reimbursements of the Trustee; provided, however, that (i) the
Depositor shall not pay or be liable for the charges, fees and reimbursements
that are expressly required by this Agreement to be paid by Certificateholders
or the Trustee, and (ii) the Trustee shall not be released from any of its
duties hereunder as a result of the failure of the Depositor to pay any such
agreed charges, fees or reimbursements.
19
SECTION
9.10
Indemnification of the Trustee.
(A)
THE DEPOSITOR AGREES TO INDEMNIFY THE TRUSTEE AND ANY OF ITS
AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES AGAINST, TO DEFEND, AND TO HOLD THEM
HARMLESS FROM, ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR OTHER LIABILITIES, JOINT
OR SEVERAL, ARISING FOR ANY REASON (THE "TRUSTEE LIABILITIES"), AND ANY RELATED
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS)
(THE "TRUSTEE EXPENSES"), WHICH MAY ARISE OUT OF ACTS PERFORMED BY THE TRUSTEE
AND ANY OF ITS AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES IN ACCORDANCE WITH THIS
AGREEMENT OR AS A RESULT OF ITS PARTICIPATION IN THE TRANSACTIONS CONTEMPLATED
HEREBY, OTHER THAN ANY TRUSTEE LIABILITIES AND TRUSTEE EXPENSES ARISING OUT OF
(I) NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH ON THE PART OF THE TRUSTEE AND
ANY OF ITS AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES OR (II) THE BREACH OF ANY OF
THE TRUSTEE'S EXPRESS COVENANTS SET FORTH IN THIS AGREEMENT.
(B)
PROMPTLY AFTER RECEIPT BY THE TRUSTEE OF ACTUAL KNOWLEDGE OR
NOTICE OF ANY DEMAND, CLAIM OR CIRCUMSTANCES WHICH GIVES RISE OR WHICH, WITH THE
LAPSE OF TIME, WOULD OR MIGHT GIVE RISE TO A CLAIM OR THE COMMENCEMENT (OR
THREATENED COMMENCEMENT) OF ANY ACTION, PROCEEDING OR INVESTIGATION THAT MAY
RESULT IN A LIABILITY FOR WHICH INDEMNITY MAY BE SOUGHT HEREUNDER, THE TRUSTEE
SHALL GIVE NOTICE THEREOF TO THE DEPOSITOR.
SUCH NOTICE SHALL DESCRIBE THE
CLAIM, ACTION, PROCEEDING OR INVESTIGATION IN REASONABLE DETAIL, AND SHALL
INDICATE, TO THE EXTENT KNOWN, THE AMOUNT (ESTIMATED, IF NECESSARY AND TO THE
EXTENT FEASIBLE) OF THE TRUSTEE LIABILITIES AND TRUSTEE EXPENSES THAT HAVE BEEN
OR MAY BE INCURRED BY THE TRUSTEE.
THE DEPOSITOR MAY ELECT TO COMPROMISE OR
ASSUME THE DEFENSE OF, AT ITS OWN EXPENSE AND BY ITS OWN COUNSEL, ANY SUCH
CLAIM, ACTION, PROCEEDING OR INVESTIGATION AND THE TRUSTEE SHALL COOPERATE IN
THE COMPROMISE OF,