Common use of Fees and Expenses of Trustee Clause in Contracts

Fees and Expenses of Trustee. Certificate Administrator and Custodian; Indemnification of and by the Trustee, Certificate Administrator and Custodian. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the general funds on deposit in the Distribution Account as provided in Section 3.05(b), prior to any distributions to be made therefrom on such date, and pay to the Trustee, the Certificate Administrator and the Custodian all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation for all services rendered by the Trustee, the Certificate Administrator and the Custodian in the exercise and performance of any of the powers and duties specified hereunder and, in the case of the Trustee, the execution of the trusts hereby created. Except as contemplated by Section 3.06, the Trust Administration Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation for such services to be rendered by it. (b) The Trustee, the Certificate Administrator and the Custodian (whether in their individual capacities or their capacities as Trustee, Certificate Administrator or Custodian, as the case may be) and any director, officer, employee, affiliate, agent or "control" person within the meaning of the Securities Act of 1933, as amended, of the Trustee, the Certificate Administrator and the Custodian shall be entitled to be indemnified for and held harmless by the Trust Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial Account) against any loss, liability or reasonable "out-of-pocket" expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the Mortgage Loans or the Certificates or any act of either Master Servicer or the Special Servicer taken on behalf of the Trustee or the Certificate Administrator, provided that such expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided, further, that none of the Trustee, the Certificate Administrator, or the Custodian or any of the other above specified persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms hereof, (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's, the Certificate Administrator's or the Custodian's, as the case may be, obligations and duties hereunder, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, the Certificate Administrator or the Custodian made herein, or (3) any loss, liability or expense that constitutes an Advance (the reimbursement of which is separately addressed herein) or allocable overhead. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor trustee.

Fees and Expenses of Trustee. and Certificate Administrator and CustodianAdministrator; Indemnification of and by the Trustee, Trustee and Certificate Administrator and CustodianAdministrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the general funds on deposit in the Distribution Account as provided in Section 3.05(b), prior to any distributions to be made therefrom on such date, and pay to the Trustee, the Certificate Administrator itself and the Custodian Trustee all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation for all services rendered by the Trustee, Trustee and the Certificate Administrator in the execution of the trusts hereby created and the Custodian in the exercise and performance of any of the respective powers and duties specified hereunder and, in the case of the Trustee, Trustee and the execution of the trusts hereby createdCertificate Administrator hereunder. Except as contemplated by Section 3.06, the Trust Administration Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's, 's and the Certificate Administrator's and the Custodian's sole compensation for such services to be rendered by it. (b) The Trustee (whether in its individual capacity or its capacity as Trustee, ) and the Certificate Administrator and the Custodian (whether in their its individual capacities capacity or their capacities its capacity as Trustee, Certificate Administrator or CustodianAdministrator, as the case may be) and any director, officer, employee, affiliate, agent or "control" person within the meaning of the Securities Act of 1933, as amended, of the Trustee, Trustee or the Certificate Administrator and the Custodian shall be entitled to be indemnified for and held harmless by the Trust Fund out of the Collection Accounts (and, to the extent that any Serviced Loan Combination and/or any related REO Property is affected, by the Trust Fund and/or the related Non-Trust Noteholder(sLoan Holder(s) out of the related Loan Combination Custodial Account) against any loss, liability or reasonable "out-of-out of pocket" expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the Mortgage Loans or the Certificates or any act of either Master Servicer or the Special Servicer taken on behalf of the Trustee or the Certificate AdministratorAdministrator as provided for herein, provided that such expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii1.860G 1(b)(3)(ii); and provided, further, that none of the Trustee, the Certificate Administrator, or the Custodian Administrator or any of the other above specified persons Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms hereof, (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's, 's or the Certificate Administrator's or the Custodian's, as the case may be, obligations and duties hereunder, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, Trustee or the Certificate Administrator or Administrator, as the Custodian case may be, made herein, or (3) any loss, liability or expense that constitutes an Advance (the reimbursement of which is separately addressed herein) or allocable overhead. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor trustee.

Fees and Expenses of Trustee. Certificate Administrator and Custodian; Indemnification of Trustee and by the Trustee, Certificate Administrator and Custodian.Fiscal Agent. 240 (a) On each Distribution DateMonthly, the Certificate Administrator Trustee shall be entitled to withdraw the Trustee Fee from the general funds on deposit in the Distribution Account as provided in pursuant to Section 3.05(b), prior to any distributions to be made therefrom on such date, and pay to the Trustee, the Certificate Administrator and the Custodian all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation ) for all services rendered by it in the Trustee, execution of the Certificate Administrator trusts hereby created and the Custodian in the exercise and performance of any of the powers and duties specified hereunder and, in the case of the Trustee. On or prior to the Distribution Date in each month, the execution of Trustee shall be entitled to withdraw and pay itself from amounts then on deposit in the trusts hereby created. Except as contemplated by Section 3.06, the Trust Administration Fee (which shall not be limited by any provision of law in regard Distribution Account an amount equal to the compensation of a trustee of an express trust) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation for such services to be rendered by itthen unpaid Trustee Fees. (b) The Trustee, the Certificate Administrator and the Custodian (whether in their individual capacities or their capacities as Trustee, Certificate Administrator or Custodian, as the case may be) Fiscal Agent and any director, officer, employee, affiliate, employee or agent or "control" person within the meaning of the Securities Act of 1933Trustee or the Fiscal Agent, as amendedapplicable, of the Trustee, the Certificate Administrator and the Custodian shall be entitled to be indemnified for and held harmless by the Trust Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by of amounts on deposit in the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial AccountDistribution Account from time to time) against any loss, liability or reasonable "out-of-pocket" expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreementwith, the Mortgage Loans or the Certificates or any act of either Master Servicer or the Special Servicer taken on behalf omission of the Trustee or and the Certificate Administrator, provided that such expense constitutes an "unanticipated expense" within Fiscal Agent relating to the meaning exercise and performance of Treasury Regulations Section 1.860G-1(b)(3)(ii)any of the powers and duties of the Trustee and the Fiscal Agent hereunder; and provided, further, that none of the Trustee, the Certificate Administrator, or the Custodian Fiscal Agent or any of the other above specified persons Persons, shall be entitled to indemnification pursuant to this Section 8.05(b) for (1i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent in the normal course of the Trustee's and the Fiscal Agent's performing their routine duties in accordance with any of the provisions hereof, (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof, or (2iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's, the Certificate Administrator's or the Custodian's, as the case may be, Fiscal Agent's obligations and duties hereunder, or by reason of its negligent disregard of such obligations and or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, the Certificate Administrator Trustee or the Custodian Fiscal Agent made herein, or (3) any loss, liability or expense that constitutes an Advance (the reimbursement of which is separately addressed herein) or allocable overhead. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor trusteetrustee or fiscal agent.

Fees and Expenses of Trustee. Certificate Administrator and Custodianthe Tax Administrator; Indemnification of and by the Trustee, Certificate the Tax Administrator and CustodianFiscal Agent. (a) On each Distribution Date, the Certificate Administrator Trustee shall withdraw from the Distribution Account, out of general funds collections on the Mortgage Loan and any REO Property on deposit in the Distribution Account as provided in Section 3.05(b)therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Trustee's Fees earned in respect of the Trustee, Mortgage Loan through the Certificate Administrator and end of the Custodian all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, then most recently ended calendar month as compensation for all services rendered by the Trustee, respectively, hereunder. The Trustee's Fee shall accrue during each calendar month (commencing with December 2001) at the Certificate Administrator and Trustee's Fee Rate on a principal amount equal to the Custodian in the exercise and performance of any Stated Principal Balance of the powers and duties specified hereunder and, in Mortgage Loan at the case beginning of the related Collection Period. The Trustee, the execution of the trusts hereby created's Fee shall be calculated on an Actual/360 Basis. Except as contemplated by Section 3.06, the Trust Administration Fee The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation of the Trustee for such services to be rendered by it. (b) The Trustee, Trustee and the Certificate Tax Administrator and the Custodian (whether in any of their individual capacities respective directors, officers, employees or their capacities as Trustee, Certificate Administrator or Custodian, as the case may be) and any director, officer, employee, affiliate, agent or "control" person within the meaning of the Securities Act of 1933, as amended, of the Trustee, the Certificate Administrator and the Custodian shall be agents are entitled to be indemnified for and held harmless by the out of Trust Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial Account) for and against any loss, liability liability, claim or reasonable "out-of-pocket" expense (including, without limitation, including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with with, this Agreement, the Certificates, the Mortgage Loans Loan (unless, in the case of the Trustee, it incurs any such expense or liability in the Certificates capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act of either Master Servicer or the Special Servicer taken on behalf omission of the Trustee or the Certificate Administrator, provided that such expense constitutes an "unanticipated expense" within Tax Administrator relating to the meaning exercise and performance of Treasury Regulations Section 1.860G-1(b)(3)(ii)any of the rights and duties of the Trustee or the Tax Administrator hereunder; and provided, furtherhowever, that none of the Trustee, the Certificate Administrator, Trustee or the Custodian Tax -------- ------- Administrator or any of the other above specified persons Persons 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 could reasonably be expected to be incurred by the Trustee or the Tax Administrator in connection with the performance of its normal duties, (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof, hereof or (24) any loss, liability liability, claim or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of of, or reckless disregard of, the Trustee's, the Certificate Administrator's or the CustodianTax Administrator's obligations and duties hereunder. (c) Each of the Servicer and the Special Servicer shall indemnify the Trustee, the Tax Administrator and the Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Servicer's or the Special Servicer's, as the case may be, obligations material breaches of its representations and duties hereunderwarranties made in Article II hereof or negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b), or by reason of its negligent disregard 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 obligations and dutiesPerson ------------ provided for in this Section 8.05(c) with respect to such loss, liability, claim --------------- or as may arise from a breach expense shall be for the benefit of any representation, warranty or covenant the Trust. (d) Each of the Trustee, the Certificate Tax Administrator or and the Custodian made herein, or (3) Fiscal Agent shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability liability, claim or expense that constitutes an Advance is a result of the Trustee's, the Tax Administrator's or such Fiscal Agent's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person 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) This Section 8.05 shall survive the reimbursement of which is separately addressed herein) or allocable overhead. The provisions termination of this Section 8.05(b) shall survive any Agreement or ------------ the resignation or removal of the Trustee Trustee, the Tax Administrator, the Fiscal Agent, the Servicer or the Special Servicer as regards rights and appointment of a successor trusteeobligations prior to such termination, resignation or removal.

Fees and Expenses of Trustee. Certificate Administrator and Custodian; Indemnification of Trustee and by the Trustee, Certificate Administrator and CustodianFiscal Agent. (a) On each Distribution DateMonthly, the Certificate Administrator Trustee shall be entitled to withdraw the Trustee Fee from the general funds on deposit in the Distribution Account as provided in pursuant to Section 3.05(b), prior to any distributions to be made therefrom on such date, and pay to the Trustee, the Certificate Administrator and the Custodian all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation ) for all services rendered by it in the Trustee, execution of the Certificate Administrator trusts hereby created and the Custodian in the exercise and performance of any of the powers and duties specified hereunder and, in the case of the Trustee. On or prior to the Distribution Date in each month, the execution of Trustee shall be entitled to withdraw and pay itself from amounts then on deposit in the trusts hereby created. Except as contemplated by Section 3.06, the Trust Administration Fee (which shall not be limited by any provision of law in regard Distribution Account an amount equal to the compensation of a trustee of an express trust) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation for such services to be rendered by itthen unpaid Trustee Fees. (b) The Trustee, the Certificate Administrator and the Custodian (whether in their individual capacities or their capacities as Trustee, Certificate Administrator or Custodian, as the case may be) Fiscal Agent and any director, officer, employee, affiliate, employee or agent or "control" person within the meaning of the Securities Act of 1933, as amended, of the Trustee, the Certificate Administrator Trustee and the Custodian Fiscal Agent and any of its directors, officers, employees or agents shall be entitled to be indemnified for and held harmless by the Trust Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by of amounts on deposit in the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial AccountDistribution Account from time to time) against any loss, liability or reasonable "out-of-pocket" expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreementwith, the Mortgage Loans or the Certificates or any act of either Master Servicer or the Special Servicer taken on behalf omission of the Trustee or and the Certificate Administrator, Fiscal Agent relating to the exercise and performance of any of the powers and duties of the Trustee and the Fiscal Agent hereunder; provided that such expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided, further, that none of neither the Trustee, the Certificate Administrator, or the Custodian or Fiscal Agent nor any of the other above specified persons Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent in the normal course of the Trustee's and the Fiscal Agent's performing their routine duties in accordance with any of the provisions hereof, (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof, or (2iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's, the Certificate Administrator's or the Custodian's, as the case may be, Fiscal Agent's obligations and duties hereunder, or by reason of its negligent reckless disregard of such obligations and or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, the Certificate Administrator Trustee or the Custodian Fiscal Agent made herein, or (3) any loss, liability or expense that constitutes an Advance (the reimbursement of which is separately addressed herein) or allocable overhead. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor trusteetrustee or fiscal agent.

Fees and Expenses of Trustee. Certificate Administrator and Custodian; Indemnification of and by the Trustee, Certificate REMIC Administrator and CustodianFiscal Agent. (a) On each Distribution Date, the Certificate Administrator Trustee shall withdraw from the general funds on deposit in the Distribution Account as provided in Section 3.05(b)Account, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to the Trustee, the Certificate Administrator and the Custodian itself all earned but unpaid Trust Administration Trustee's Fees for such Distribution Date and, to in respect of the extent not previously paid, for all prior Distribution DatesMortgage Loans and any REO Mortgage Loans through the end of the most recently ended calendar month, as compensation for all services rendered by the Trustee, Trustee in the Certificate Administrator execution of the trusts hereby created and the Custodian in the exercise and performance of any of the powers and duties specified hereunder andof the Trustee hereunder. As to each Mortgage Loan and REO Mortgage Loan, the Trustee's Fee shall accrue during each calendar month, commencing with June 1998, at the Trustee's Fee Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan immediately following the Distribution Date in such calendar month (or, in the case of June 1998, on a principal amount equal to the TrusteeCut-off Date Balance of the particular Mortgage Loan), whether or not interest is actually collected on each Mortgage Loan and REO Mortgage Loan. With respect to each Mortgage Loan and REO Mortgage Loan, the execution Trustee Fee shall accrue from time to time on the basis of the trusts hereby createda 360-day year consisting of twelve 30-day months. Except as contemplated by Section 3.06, the Trust Administration Fee The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation for such services to be rendered by it. (b) The Trustee, the Certificate Administrator and the Custodian (whether in their individual capacities or their capacities as Trustee, Certificate Administrator or Custodian, as the case may be) Trustee and any affiliate, director, officer, employee, affiliate, employee or agent or "control" person within the meaning of the Securities Act of 1933, as amended, of the Trustee, the Certificate Administrator and the Custodian Trustee shall be entitled to be indemnified for and held harmless by the out of Trust Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial Account) for and against any loss, liability liability, claim or reasonable "out-of-pocket" expense (including, without limitation, including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with with, this Agreement, the Certificates, the Mortgage Loans (unless it incurs any such expense or liability in the Certificates capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act of either Master Servicer or the Special Servicer taken on behalf omission of the Trustee relating to the exercise and performance of any of the powers and duties of the Trustee hereunder, if (but only if) such loss, liability, claim or the Certificate Administrator, provided that such expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations regulation Section 1.860G-1(b)(3)(ii); and provided, furtherhowever, that none of neither the Trustee, the Certificate Administrator, or the Custodian or Trustee nor any of the other above specified persons Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead of the Trustee, 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 expense or liability specifically required to be borne thereby pursuant to the terms hereof, hereof or (23) any loss, liability liability, claim or expense incurred by reason of any breach on the part of the Trustee of any of its representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, the Trustee's obligations and duties hereunder. (c) Each of the Servicer and the Special Servicer shall indemnify the Trustee's, any Fiscal Agent and the Certificate AdministratorREMIC Administrator for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Servicer's or the CustodianSpecial Servicer's, as the case may be, obligations negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof and duties hereunderthe Mortgage Loans serviced by the Servicer or the Special Servicer, as the case may be; provided, however, that, if the Trustee has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b), any Fiscal Agent has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.13, or by reason of its negligent disregard the REMIC Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such obligations and dutiesPerson provided for in this Section 8.05(c) with respect to such loss, liability, claim or as may arise from a breach expense shall be for the benefit of any representation, warranty or covenant the Trust. (d) Each of the Trustee, any Fiscal Agent and the Certificate REMIC Administrator or shall indemnify the Custodian made herein, or (3) Servicer and the Special Servicer for and hold each of them harmless against any loss, liability liability, claim or expense that constitutes an Advance is a result of the Trustee's, such Fiscal Agent's or the REMIC Administrator's, as the case may be, negligent acts or omissions in connection with this Agreement; provided, however, that if the Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such Person 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) This Section 8.05 shall survive the reimbursement of which is separately addressed herein) or allocable overhead. The provisions termination of this Section 8.05(b) shall survive any Agreement or the resignation or removal of the Trustee Trustee, any Fiscal Agent, the REMIC Administrator, the Servicer and appointment of a successor trusteethe Special Servicer as regards rights and obligations prior to such termination, resignation or removal.