Common use of Compensation to the Master Servicer and to WMMSC Clause in Contracts

Compensation to the Master Servicer and to WMMSC. (a) The Master Servicer shall be entitled to be paid by the Securities Administrator reasonable compensation for the Master Servicer's services hereunder, and the Master Servicer shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the Distribution Account (i) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances with respect to the Master Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (ii) amounts representing assumption fees, late payment charges or other ancillary income not included in the definition of "Available Funds" and which are not required to be remitted by the Servicers to the Securities Administrator or deposited by the Securities Administrator into the Distribution Account. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement. In addition, the Master Servicer shall be entitled to reimbursement from the Distribution Account for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in connection with the performance of its duties hereunder and under the Purchase and Servicing Agreements, as modified by the Acknowledgements (including the reasonable compensation and the expenses and disbursements of its agents and counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or negligence. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from the Master Servicer's failure to perform its duties hereunder or thereunder or incurred by reason of the Master Servicer's negligence, willful misfeasance or bad faith. (b) WMMSC shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the related Custodial Accounts, (i) its Servicing Fee with respect to the WMMSC Serviced Mortgage Loans and each Distribution Date, (ii) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances the WMMSC Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (iii) amounts representing assumption fees, late payment charges or other ancillary income with respect to the WMMSC Serviced Mortgage Loans not included in the definition of "Available Funds" and which are not required to be remitted by the WMMSC to the Securities Administrator. WMMSC shall be required to pay all expenses incurred by it in connection with its activities hereunder and under the related Purchase and Servicing Agreements and shall not be entitled to reimbursement therefor except as provided in this Agreement or the related Purchase and Servicing Agreements. WMMSC and any director, officer, employee or agent of WMMSC shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the related Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from WMMSC's failure to perform its duties hereunder or thereunder or incurred by reason of the WMMSC's negligence, willful misfeasance or bad faith.

Compensation to the Master Servicer and to WMMSC. (a) The Master Servicer shall be entitled to be paid by the Securities Administrator reasonable compensation for the Master Servicer's services hereunder, and the Master Servicer shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the Distribution Account (i) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances with respect to the Master Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (ii) amounts representing assumption fees, late payment charges or other ancillary income not included in the definition of "Available Funds" and which are not required to be remitted by the Servicers to the Securities Administrator or deposited by the Securities Administrator into the Distribution Account. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement. 126 In addition, the Master Servicer shall be entitled to reimbursement from the Distribution Account for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in connection with the performance of its duties hereunder and under the Purchase and Servicing Agreements, as modified by the Acknowledgements (including the reasonable compensation and the expenses and disbursements of its agents and counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or negligence. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from the Master Servicer's failure to perform its duties hereunder or thereunder or incurred by reason of the Master Servicer's negligence, willful misfeasance or bad faith. (b) WMMSC shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the related Custodial Accounts, (i) its Servicing Fee with respect to the WMMSC Serviced Mortgage Loans and each Distribution Date, (ii) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances the WMMSC Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (iii) amounts representing assumption fees, late payment charges or other ancillary income with respect to the WMMSC Serviced Mortgage Loans not included in the definition of "Available Funds" and which are not required to be remitted by the WMMSC to the Securities Administrator. WMMSC shall be required to pay all expenses incurred by it in connection with its activities hereunder and under the related Purchase and Servicing Agreements and shall not be entitled to reimbursement therefor except as provided in this Agreement or the related Purchase and Servicing Agreements. WMMSC and any director, officer, employee or agent of WMMSC shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the related Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from WMMSC's failure to perform its duties hereunder or thereunder or incurred by reason of the WMMSC's negligence, willful misfeasance or bad faith.

Compensation to the Master Servicer and to WMMSC. (a) The Master Servicer shall be entitled to be paid by the Securities Administrator reasonable compensation for the Master Servicer's services hereunder, and the Master Servicer shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the Distribution Account (i) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances with respect to the Master Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (ii) amounts representing assumption fees, late payment charges or other ancillary income not included in the definition of 106 "Available Funds" and which are not required to be remitted by the Servicers to the Securities Administrator or deposited by the Securities Administrator into the Distribution Account. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement. In addition, the Master Servicer shall be entitled to reimbursement from the Distribution Account for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in connection with the performance of its duties hereunder and under the Purchase and Servicing Agreements, as modified by the Acknowledgements (including the reasonable compensation and the expenses and disbursements of its agents and counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or negligence. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from the Master Servicer's failure to perform its duties hereunder or thereunder or incurred by reason of the Master Servicer's negligence, willful misfeasance or bad faith. (b) WMMSC shall be entitled to be paid by the Trust Fund, and either retain or withdraw from the related Custodial Accounts, (i) its Servicing Fee with respect to the WMMSC Serviced Mortgage Loans and each Distribution Date, (ii) amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances the WMMSC Serviced Mortgage Loans in accordance with the definition of "Available Funds" and (iii) amounts representing assumption fees, late payment charges or other ancillary income with respect to the WMMSC Serviced Mortgage Loans not included in the definition of "Available Funds" and which are not required to be remitted by the WMMSC to the Securities Administrator. WMMSC shall be required to pay all expenses incurred by it in connection with its activities hereunder and under the related Purchase and Servicing Agreements and shall not be entitled to reimbursement therefor except as provided in this Agreement or the related Purchase and Servicing Agreements. WMMSC and any director, officer, employee or agent of WMMSC shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the related Purchase and Servicing Agreements, the Custodial Agreements or the Certificates, other than any loss, liability or expense resulting from WMMSC's failure to perform its duties hereunder or thereunder or incurred by reason of the WMMSC's negligence, willful misfeasance or bad faith.