Common use of Fees and Expenses of the Master Servicer Clause in Contracts

Fees and Expenses of the Master Servicer. (a) As compensation for its services hereunder, the Master Servicer shall be (i) entitled to withdraw from the Distribution Account from interest collections on the Mortgage Loans the Master Servicing Fee and (ii) entitled to the investment income or other benefit derived from the balances in the Distribution Account pursuant to Section 3.10. Subject to Section 8A.05(b), the Master Servicer, or any director, officer, employee or agent of it, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (including any unreimbursed fees or expenses for work relating to an appointment of a successor servicer under Section 7.02 herein, but not including expenses, disbursements and advances incurred or made by the Master Servicer, including the reasonable compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its performance in accordance with the provisions of this Agreement) incurred by the Master Servicer in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (a) resulting from the Master Servicer’s actions or omissions in connection with this Agreement and the Mortgage Loans, (b) that constitutes a specific liability of the Master Servicer pursuant to Section 10.01(c) or (c) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the its obligations under Article X hereof. Any amounts payable to the Master Servicer, or any director, officer, employee or agent of the Master Servicer, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Master Servicer, or any director, officer, employee or agent of the Master Servicer, may have hereunder in its capacity as such, may be withdrawn by the Master Servicer from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Master Servicer. Without limiting the foregoing, the Seller (or if the Seller fails to do so, the Trust Fund) shall, except as otherwise agreed upon in writing by the Seller and the Master Servicer, and except for any such expense, disbursement or advance as may arise from the Master Servicer’s negligence, bad faith or willful misconduct, pay or reimburse the Master Servicer (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Master Servicer, to the extent that the Master Servicer must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Master Servicer shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Master Servicer in the ordinary course of its duties as Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.