Common use of Master Servicer to Pay Trustee's Fees and Expenses Clause in Contracts

Master Servicer to Pay Trustee's Fees and Expenses. The Master Servicer agrees: (a) that the Master Servicer shall pay to the Trustee reasonable compensation on each Distribution Date for all services rendered by its hereunder (which compensation is set forth in a letter agreement between the Master Servicer and the Trustee dated the Closing Date and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, that the Master Servicer shall reimburse the Trustee on each Distribution Date, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of it agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The covenants in this Section 11.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Master Servicer to Pay Trustee's Fees and Expenses. The Master Servicer agrees: (a) that the Master Servicer shall covenants and agrees to pay to the Trustee reasonable compensation on each Distribution Date for all services rendered by its hereunder (which compensation is set forth in a letter agreement between the Master Servicer from time to time, and the Trustee dated the Closing Date and shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided hereinfor all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, that and the Master Servicer shall will pay or reimburse the Trustee on each Distribution Date, to the extent requested by the Trustee, 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 it agents its counsel and counsel)of all persons not regularly in its employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11) and indemnify and hold the Trustee harmless from any such loss, liability or expense except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (c) to indemnify . The Trustee and any officer, director, agent or employee of the Trustee for, shall be indemnified by the Master Servicer and to hold it held harmless against, against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with legal action relating to this Agreement, the exercise Insurance Agreement or the Certificates, or the performance of any of its powers the Trustee's duties in accordance with the terms of this Agreement or duties hereunderthe Insurance Agreement, other than any loss, liability or expense that is incurred by reason of wilful misfeasance, bad faith or negligence of the Trustee. The covenants Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Master Servicer to Pay Trustee's Fees and Expenses. The -------------------------------------------------- Master Servicer agrees: (a) that the Master Servicer shall covenants and agrees to pay to the Trustee reasonable compensation on each Distribution Date for all services rendered by its hereunder (which compensation is set forth in a letter agreement between the Master Servicer from time to time, and the Trustee dated the Closing Date and shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided hereinfor all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, that and the Master Servicer shall will pay or reimburse the Trustee on each Distribution Date, to the extent requested by the Trustee, 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 it agents its counsel and counsel)of all persons not regularly in its employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11) and indemnify and hold the Trustee harmless from any such loss, liability or expense except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (c) to indemnify . The Trustee and any officer, director, agent or employee of the Trustee for, shall be indemnified by the Master Servicer and to hold it held harmless against, against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with legal action relating to this Agreement, the exercise Insurance Agreement or the Certificates, or the performance of any of its powers the Trustee's duties in accordance with the terms of this Agreement or duties hereunderthe Insurance Agreement, other than any loss, liability or expense that is incurred by reason of wilful misfeasance, bad faith or negligence of the Trustee. The covenants Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Master Servicer to Pay Trustee's Fees and Expenses. The Master Servicer agrees: (a) that the Master Servicer shall pay to the Trustee reasonable compensation on each Distribution Date for all services rendered by its it hereunder (which compensation is set forth in a letter prior agreement between the Master Servicer and the Trustee dated the Closing Date and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, that the Master Servicer shall reimburse the Trustee on each Distribution Date, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of it agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of the Trustee's powers or duties hereunder. The covenants in this Section 11.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Agent, custodian, Certificate Registrar and, if it is so acting, REMIC Administrator hereunder, and shall survive the termination of this Agreement.