Common use of Master Servicer to Pay Trustee Expenses; Trustee Fees Clause in Contracts

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s performance of its regular duties in accordance with the provisions of this Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its duties under this Agreement or by reason of the reckless disregard of the Trustee’s obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s 's request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s 's performance of its regular duties in accordance with the provisions of this Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its duties under this Agreement or by reason of the reckless disregard of the Trustee’s 's obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s 's request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s 's performance of its regular duties in accordance with the provisions of this Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its 111 duties under this Agreement or by reason of the reckless disregard of the Trustee’s 's obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s 's request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s 's performance of its regular duties in accordance with the provisions of this Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful 111 misfeasance, bad faith or negligence in the performance by the Trustee of its duties under this Agreement or by reason of the reckless disregard of the Trustee’s 's obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s 's request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s 's performance of its regular duties in accordance with the provisions of this 108 Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its duties under this Agreement or by reason of the reckless disregard of the Trustee’s 's obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Master Servicer to Pay Trustee Expenses; Trustee Fees. On each Distribution Date, the Trustee shall be entitled to withdraw from the Distribution Account as compensation hereunder the Trustee Fees. The Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of the Trustee hereunder. In addition, the Master Servicer covenants and agrees to indemnify the Trustee (or, if the Master Servicer does not fulfill its obligations hereunder within 30 days upon the Trustee’s 's request, the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of obligations and duties hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified, by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and its counsel, in the ordinary course of the Trustee’s 's performance of its regular duties in accordance with the provisions of this Agreement) incurred by the Trustee or such party arising out of or in connection with the acceptance or administration of its duties under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance by the Trustee of its 109 duties under this Agreement or by reason of the reckless disregard of the Trustee’s 's obligations and duties under this Agreement. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.