Common use of Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator Clause in Contracts

Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator. Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall accrue during each calendar month, commencing with September 2014, at the Certificate Administrator Fee Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of September 2014, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan. (b) The Trustee, the Certificate Administrator and the Tax Administrator (each in its capacity as such or in its individual capacity) and any of their respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held harmless by the Trust Fund out of the Collection Account and/or the Distribution Account, as and to the extent provided in Section 3.05, for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor to the applicable Master Servicer or the applicable Special Servicer (as the case may be), in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and performance of any of the rights and duties, including the appointment of a replacement Trust Advisor, of the Trustee, the Certificate Administrator or the Tax Administrator hereunder; provided that none of the Trustee, the Certificate Administrator or the Tax Administrator shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that does not constitute an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee, the Certificate Administrator or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misconduct, bad faith, fraud or negligence in the performance of, or negligent disregard of, the Trustee’s, the Certificate Administrator’s or the Tax Administrator’s obligations and duties hereunder. (c) The Master Servicers and the Special Servicers each shall indemnify the Trust, the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator (each in their respective capacity as such and in their individual capacity), and each Serviced Pari Passu Companion Loan Holder, for and hold each of them harmless against any loss, liability, claim or expense that is a result of such Master Servicer’s or such Special Servicer’s, as the case may be, negligent acts or omissions in connection with this Agreement, including the negligent use by such Master Servicer or such Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided that, if the Trustee, the Custodian, the Certificate Administrator or the Tax Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b) above, then the indemnity in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust. For the purposes of this paragraph, a Master Servicer or Special Servicer will be deemed not to have committed negligent acts or omissions in connection with this Agreement if such Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, each Master Servicer and each Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). (d) Each of the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator shall indemnify each of the Trust, the Master Servicers and the Special Servicers and each other (each in their respective capacity as such and in their individual capacity) and each Serviced Pari Passu Companion Loan Holder for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Tax Administrator’s, as the case may be, negligent acts or omissions in connection with this Agreement; provided that if such indemnified person has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03 or Section 8.05(b), as the case may be, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust. (e) The Certificate Administrator shall indemnify and hold harmless the Depositor, each Mortgage Loan Seller, each Underwriter and each Serviced Pari Passu Companion Loan Holder from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor, each Mortgage Loan Seller, each Underwriter or any of their respective Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (f) This Section 8.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee, the Certificate Administrator, the Tax Administrator, a Master Servicer or a Special Servicer as regards rights and obligations prior to such termination, resignation or removal.

Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator. Indemnification of and by the Trustee, the Certificate Administrator, the Tax Administrator and the Tax AdministratorFiscal Agent. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Pooled Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees and to the Servicer Report Administrator all Servicer Report Administrator Fees, in each case earned in respect of the Pooled Mortgage Loans and any successor REO Pooled Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee and the Servicer Report Administrator, respectively, hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Pooled Mortgage Loan and REO Pooled Mortgage Loan, the Certificate Trustee Fee and the Servicer Report Administrator Fee shall accrue during each calendar month, commencing with September 2014June 2005, at the Certificate Trustee Fee Rate and the Servicer Report Administrator Fee Rate Rate, respectively, on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of September 2014June 2005, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Servicer Report Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Pooled Mortgage Loan and REO Pooled Mortgage Loan, the Certificate Trustee Fee and the Servicer Report Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and ), the Certificate Administrator Fee (the latter of which includes and the Tax Administrator Fee) Fee shall constitute the sole compensation of the Trustee and Trustee, the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator Trustee shall be responsible for the payment of the Certificate Administrator Fee and the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the relevant Collection Account Account, any related Companion Note Custodial Account(s) and any related Serviced Pari Passu Companion Loan Subordinate Note Custodial Account Account(s) collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Mortgage Loan CombinationGroup; and (ii) if such Serviced Mortgage Loan Group includes one or more Serviced Non-Pooled Subordinate Loans, such loss, liability, cost or expense shall be payable out of amounts on deposit in the related Subordinate Note Custodial Account and shall be payable out of the Distribution Account or a Collection Account or Companion Note Custodial Account only to the extent that amounts recoverable on the related Serviced Non-Pooled Subordinate Loan(s) are insufficient to cover the portion of such loss, liability, cost or expense so payable out of the related Subordinate Note Custodial Account; and (iii) if such Serviced Mortgage Loan Group includes one or more Serviced Non-Pooled Pari Passu Companion Loans, such loss, liability, cost or expense shall be payable out of amounts on deposit in the relevant Collection Account and the related Serviced Pari Passu Companion Loan Note Custodial Account Account(s) (withdrawals from those accounts shall to be made in accordance with the related Mortgage Loan Group Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Pooled Mortgage Loan and any such Serviced Non-Pooled Pari Passu Companion Loan Loans included in the related such Serviced Mortgage Loan CombinationGroup). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan. (b) The Trustee, the Certificate Administrator Administrator, the Fiscal Agent and the Tax Administrator (each in its capacity as such or in its individual capacity) and any of their respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held harmless by the Trust Fund out of the Collection Account Accounts and/or the Distribution Account, as and to the extent provided in Section 3.05, for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor to the applicable a Master Servicer or the applicable a Special Servicer (as the case may be), in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, 260 as the case may be) or any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and performance of any of the rights and duties, including the appointment of a replacement Trust Advisor, duties of the Trustee, the Certificate Administrator or the Tax Administrator hereunder; provided provided, however, that none of the Trustee, the Certificate Administrator or the Tax Administrator shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that does not constitute an “"unanticipated expense” " within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misconduct, bad faith, fraud or negligence in the performance of, or negligent disregard of, the Trustee’s's, the Fiscal Agent's, the Certificate Administrator’s 's or the Tax Administrator’s 's obligations and duties hereunder. (c) The Master Servicers and the Special Servicers each shall indemnify the Trust, the Trustee, the CustodianCertificate Administrator, the Certificate Tax Administrator and the Tax Administrator (each in their respective capacity as such and in their individual capacity), and each Serviced Pari Passu Companion Loan Holder, Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is a result of such Master Servicer’s 's or such Special Servicer’s's, as the case may be, negligent acts or omissions in connection with this Agreement, including the negligent use by such Master Servicer or such Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the applicable such Master Servicer or the applicable such Special Servicer, as the case may be; provided provided, however, that, if the Trustee, the Custodian, the Certificate Administrator or the Tax Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b) above), or the Fiscal Agent has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.13, then the indemnity in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust. For the purposes of this paragraph, a Master Servicer or Special Servicer will be deemed not to have committed negligent acts or omissions in connection with this Agreement if such Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, each Master Servicer and each Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). (d) Each of the Trustee, the CustodianCertificate Administrator, the Certificate Tax Administrator and the Tax Administrator Fiscal Agent shall indemnify each of the Trust, the Master Servicers and the Special Servicers and each other (each in their respective capacity as such and in their individual capacity) and each Serviced Pari Passu Companion Loan Holder for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee’s's, the Certificate Administrator’s's, the Custodian’s or the Tax Administrator’s's or such Fiscal Agent's, as the case may be, negligent acts or omissions in connection with this Agreement; provided provided, however, that if such indemnified person a Master Servicer or Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03 or Section 8.05(b), as the case may be6.03, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d) with respect to such loss, liability, claim or expense shall be for the benefit of the Trust. (e) The Certificate Administrator shall indemnify and hold harmless the Depositor, each Mortgage Loan Seller, each Underwriter and each Serviced Pari Passu Companion Loan Holder from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor, each Mortgage Loan Seller, each Underwriter or any of their respective Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (f) This Section 8.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee, the Certificate Administrator, the Tax Administrator, a the Fiscal Agent, either Master Servicer or a either Special Servicer as regards rights and obligations prior to such termination, resignation or removal.