Common use of Fees and Expenses of Trustee; Indemnification of Trustee Clause in Contracts

Fees and Expenses of Trustee; Indemnification of Trustee. (a) As compensation for the performance of its duties, the Trustee will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of 12 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. (b) The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account or Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee, relating to the exercise and performance of any of the powers and duties of the Trustee hereunder; provided, however, that neither the Trustee, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee in the normal course of the Trustee's performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor thereto.

Fees and Expenses of Trustee; Indemnification of Trustee. (a) As compensation for The Trustee may withdraw from the performance of its dutiesDistribution Account, the Trustee will prior to any other payments to be paid the Trustee Feemade from such account, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of on each Distribution Date the Trustee. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis's Fee. As to each Mortgage Loan Asset and REO Loan, the Trustee Trustee's Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance same principal amount and for the same period respecting which any related interest payment due on the Mortgage Loans is computed (except that for purposes of such calculating its fee, each Mortgage Loan and shall be deemed to accrue interest on the basis of a 360-day year consisting of 12 twelve 30-day months). The From time-to-time the Trustee Fee (which may request the Servicer to withdraw, and the Servicer shall not be limited to any provision of law in regard to pay, from the compensation of a trustee of an express trust) shall constitute Collection Account the Trustee's sole form of compensation Fee, to the extent not paid from the Distribution Account all amounts necessary to reimburse the Trustee for all services rendered ongoing reasonable expenses and disbursements incurred or made by it the Trustee in the execution course of the trusts hereby created and performing its duties in the exercise and performance of accordance with any of the powers provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its outside counsel and of all persons not regularly in its employ, but excluding allocable overhead), other than any such expense or disbursement (i) specifically required to be borne thereby pursuant to the terms hereof, (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of reckless disregard of such obligations and duties, (iii) as may arise from a breach of any representation, warranty or covenant of the Trustee hereundermade herein or (iv) except as otherwise provided in Section 8.11, incurred in connection with the use of any Custodian; provided, however, that the Trustee shall not refuse to perform any of its duties under this Agreement solely as a result of the failure of the Servicer or the Trust Fund to pay the Trustee's fees and expenses. (b) The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of which amounts on deposit in the Certificate Account or Lower-Tier Distribution Account from time to timeshall be Extraordinary Expenses) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee, Trustee relating to the exercise and performance of any of the powers and duties of the Trustee hereunder; provided, however, provided that neither the Trustee, Trustee nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee in the normal course of the Trustee's performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of negligent reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor theretotrustee. (c) The Servicer shall indemnify the Trustee for any liability or assessment against the Trustee resulting from any negligent error or omission in any information furnished in writing or by electronic means by the Servicer to the Trustee that is reasonably necessary for the Trustee to perform its duties pursuant to Section 10.01(e). (d) The Servicer shall indemnify the Trustee for any loss, liability or expense (including without limitation costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising in respect of the Servicer's negligent acts or omissions in connection with its performance of its duties under this Agreement or the Certificates that are done or omitted in violation of its obligations under this Agreement (including without limitation servicing, foreclosures or liquidations, and any resultant liability therefrom) (other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of duties hereunder, or as may arise from a breach of any representation or warranty of the Trustee set forth herein or from any failure of the Trustee to perform its obligations set forth in Section 8.12); provided, however, that the indemnification provided for in this Section 8.05(d) shall only be effective upon exhaustion by the Trustee of its claims against the Collection Account pursuant to Section 8.05(b) and the termination of the Collection Account upon the final withdrawal of funds from the Collection Account pursuant to Section 3.05(a)(xiv). Notwithstanding anything herein to the contrary, the foregoing indemnification shall not benefit the Trustee or any director, officer, employee or agent of the Trustee insofar as any such loss, liability or expense arises out of the Trustee's acting in any capacity other than as Trustee, including without limitation as successor Servicer. (e) In the event that any loss, liability or expense arises from the issuance or sale of the Certificates and the indemnification provided to the Trustee pursuant to this Section 8.05 is deemed invalid or unenforceable, the Trustee may deduct from the Collection Account the amount of any such liability as may arise by reason of the acts or omissions of others. (f) The provisions of this Section 8.05 shall survive the termination of this Agreement. Any payment hereunder made by the Mortgage Loan Seller, the FDIC or the Servicer to the Trustee shall be from its own funds, without reimbursement therefor from Certificateholders or the Trust Fund.

Fees and Expenses of Trustee; Indemnification of Trustee. (a) As compensation for the performance of its duties, the Trustee will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of 12 twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. (b) The Trustee (whether in its individual capacity or its capacity as Trustee) and any shareholder, director, officer, employee or agent of the Trustee shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account or Account, Lower-Tier Distribution Account or Component Mortgage Loan Distribution Account from time to time) against any loss, liability or reasonable out of pocket expenses (including costs and expenses incurred in connection with removal of the Special Servicer and Servicer pursuant to Sections 7.01 and 7.02) or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer or successor Special Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee, relating to the exercise and performance of any of the powers and duties of the Trustee hereunder, or arising out of, or incurred in connection with, any act or omission of the Certificate Registrar or Authenticating Agent (to the extent different than the Trustee), relating to the exercise and performance of any of the powers and duties of the Certificate Registrar or Authenticating Agent hereunder; provided, however, that neither the Trustee, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee in the normal course of the Trustee's performing performance of its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee and appointment of a successor thereto. (c) The Trustee shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses and disbursements incurred by the Trustee pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are "unanticipated expenses incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its bad faith or willful misconduct or negligence in the performance of its duties or by negligent disregard of its obligations and duties hereunder; provided, however, that subject to Section 8.02(a)(iii), the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee Fee or the Trustee's expenses. (d) The Trustee agrees to indemnify each of the Servicer and the Special Servicer and any shareholder, director, officer, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misfeasance, bad faith or negligence of the Trustee in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided, that such indemnity shall not cover indirect or consequential damages. The Servicer or the Special Servicer, as applicable, shall immediately notify the Trustee, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling it to indemnification under this Section 8.05(d), whereupon the Trustee shall assume the defense of such claim (with counsel reasonably satisfactory to the Servicer or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee's defense of such claim is materially prejudiced thereby.

Fees and Expenses of Trustee; Indemnification of Trustee. (a) As compensation for the performance of its dutiesduties hereunder, the Trustee will be paid the Trustee Fee, Fee equal to the Trustee's portion of one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of 12 twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. No Trustee Fee shall be payable with respect to the Companion Loans. The Trustee Fee with respect to the Logan Portfolio Mortgage Loans shall be an expense of the Lower-Tier REXXX xn respect of the Loan REMIC Regular Interests. (b) The Trustee (whether in its individual capacity or its capacity as Trustee) and any director, officer, employee or agent of the Trustee shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account Accounts or Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor Servicermaster servicer or successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee, Trustee relating to the exercise and performance of any of the powers and duties of the Trustee hereunder; provided, however, that neither none of the Trustee, Trustee nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee in the normal course of the Trustee's Trustee performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee and appointment of a successor thereto. The foregoing indemnity shall also apply to the Trustee in its capacities of Certificate Registrar and Authenticating Agent.