Common use of Custodian’s and Securities Administrator's Fees, Expenses and Indemnification Clause in Contracts

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreement). The Securities Administrator, each Custodian and any director, officer, employee or agent of the Securities Administrator and each Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians pursuant to the terms of a separate agreement between each Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the Custodians. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreement). The Securities Administrator, each the Custodian and any director, officer, employee or agent of the Securities Administrator and each the Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such the Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a the Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians Custodian pursuant to the terms of a separate agreement between each the Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the CustodiansCustodian. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a the Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreementsubject to the limits set forth therein). The Securities Administrator, each the Custodian and any director, officer, employee or agent of the Securities Administrator and each the Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such the Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a the Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians Custodian pursuant to the terms of a separate agreement between each the Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the CustodiansCustodian. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a the Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreementsubject to the limits set forth therein). The Securities Administrator, each any Custodian and any director, officer, employee or agent of the Securities Administrator and each any Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such any Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a any Custodian) in the performance of its their respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians any Custodian pursuant to the terms of a separate agreement between each any Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to any Custodian. The Securities Administrator will further pay or reimburse the CustodiansCustodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with this Agreement and any document executed in connection herewith or therewith. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a any Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreement). The Securities Administrator, each the Custodian and any director, officer, employee or agent of the Securities Administrator and each the Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such the Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's ’s or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a the Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians pursuant to the terms of a separate agreement between each Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the Custodians. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, Agreement or any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a the Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreement). The Securities Administrator, each Custodian and any director, officer, employee or agent of the Securities Administrator and each Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's ’s or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians pursuant to the terms of a separate agreement between each Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the Custodians. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “unanticipated expense” with within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreementsubject to the limits set forth therein). The Securities Administrator, each the Custodian and any director, officer, employee or agent of the Securities Administrator and each the Custodian shall be indemnified and held harmless by the Trust Issuing Entity against any loss, liability or expense thereof, including reasonable attorney's ’s fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such the Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's ’s or Custodian’s duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a the Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “unanticipated expense” with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians Custodian pursuant to the terms of a separate agreement between each the Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the CustodiansCustodian. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a the Custodian, as the case may be.

Custodian’s and Securities Administrator's Fees, Expenses and Indemnification. The Securities Administrator shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Securities Administrator in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Securities Administrator or any expense that does not constitute an “"unanticipated expense” " with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses (in accordance with this agreementsubject to the limits set forth therein). The Securities Administrator, each the Custodian and any director, officer, employee or agent of the Securities Administrator and each the Custodian shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney's fees and expenses, incurred, arising out of or in connection with the Trust Agreement, any custody agreement, any Supplemental Trust Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust, such the Custodian or the Securities Administrator or any director, officer, employee or agent thereof, or the performance of any of the Securities Administrator's or Custodian’s 's duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract (except with respect to a the Custodian) in the performance of its respective duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement, any custody agreement or any Supplemental Trust Agreement or any expense that does not constitute an “"unanticipated expense” " with the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the fees and expenses of the Custodians Custodian pursuant to the terms of a separate agreement between each the Custodian and the Securities Administrator and the payment of such fees and expenses (as set forth in such separate agreement) shall be the sole obligation of the Securities Administrator; provided, however, that the Depositor shall pay any indemnified amounts to the CustodiansCustodian. The provisions of this Section 11.04 shall survive (a) the termination of the Trust Agreement, any custody agreement or any Supplemental Trust Agreement and (b) the resignation or removal of the Securities Administrator or a the Custodian, as the case may be.