Common use of Payment of the Trustee's Fees and Expenses Clause in Contracts

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date, the Trust shall pay to the Trustee an amount equal to the Trustee Fee described in the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date, the Trust shall pay to the Trustee pursuant to Section 5.01(b) an amount equal to the Trustee Fee described in the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). (b) The Trust shall pay or reimburse to the Trustee the Trustee Fee pursuant to clause 11 of Section 5.01 and such other 5.01(c) its 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 that is otherwise reimbursable reimbursed to the Trustee by the Servicer pursuant to Section 9.05(a9.05(c) aboveor by the Seller pursuant to Section 9.05(d) below; provided, however, that that, subject to Sections 9.01(e) and 9.02(c) and (e), the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with the Servicer's failure to perform its obligations pursuant this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) The Seller agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) incurred in connection with this Agreement or the Certificates except (i) to the extent such amounts are otherwise reimbursable to the Trustee by the Servicer pursuant to clause (c) above, and (ii) to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (e) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in January, beginning with the January 1997 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-co- trustee or separate trustee appointed under Section 9.10) and, with respect to the January 1997 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Holders of the Class A Certificates and the Certificate Insurer under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date under clauses first through thirteenth of Section 5.01(A) hereof and clauses first through seventh of Section 5.01(B) hereof. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. . 105 111 (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date, the Trust shall pay to the Trustee an amount equal to the Trustee Fee described in the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; providedPROVIDED, howeverHOWEVER, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in April, beginning with the April 1997 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the April 1997 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will, and the Servicer hereby (and any successor to the Servicer, by accepting its appointment as such, thereby) agrees to utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. The Trustee hereby agrees to perform its obligations hereunder on the basis that such fees are payable only by the Servicer. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.or

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in July, beginning with the July 1998 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the July 1998 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Financial Guaranty Insurer and the Holders of the Offered Certificates under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date. (c) The Servicer agrees to indemnify the Trustee and its employees, officers, directors and agents from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in October, beginning with the October 1996 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the October 1996 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Holders of the Class A Certificates and the Certificate Insurer under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date under clauses first through eleventh of Section 5.01(A) hereof and clauses first through seventh of Section 5.01(B) hereof. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. . 101 107 (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in January, beginning with the January 1998 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the January 1998 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Financial Guaranty Insurer and the Holders of the Offered Certificates under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date. (c) The Servicer agrees to indemnify the Trustee and its employees, officers, directors and agents from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense.. 110 116 (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in October, beginning with the October 1997 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the October 1997 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Holders of the Offered Certificates under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in [ ], beginning with the [ ] Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the [ ] Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Financial Guaranty Insurer and the Holders of the Offered Certificates under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date. (c) The Servicer agrees to indemnify the Trustee and its employees, officers, directors and agents from, and hold it harmless against, any and all losses and liabilities, damages, claims or 110 116 expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date, the Trust shall pay to the Trustee pursuant to Section 5.01(b) an amount equal to the Trustee Fee described in the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). (b) The Trust shall pay or reimburse to the Trustee the Trustee Fee pursuant to clause 6 of Section 5.01 and such other 5.01(d) its 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a9.05(c) abovebelow or by the Seller pursuant to Section 9.05(d) below; provided, however, that that, subject to Sections 9.01(e) and 9.02(c) and (e), the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees’ fees and expenses) arising in respect of its acts from or omissions in connection with the Servicer’s failure properly to perform its obligations pursuant to this Agreement or the Certificates Certificates, except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) The Seller agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from this Agreement or the Certificates except (i) to the extent such amounts are otherwise reimbursable to the Trustee by the Servicer pursuant to clause (c) above, and (ii) to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (e) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date occurring in December, beginning with the December 1999 Distribution Date, the Trust shall pay to the Trustee an amount equal to the Trustee Fee described in clause (i) of the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise the Trustee's acceptance fee as agreed to by the Servicer and the Trustee and any reasonable out-of-pocket expenses and loan file review fees as agreed to by the Servicer and the Trustee. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On each Distribution Date, the Trust shall pay to the Trustee an amount equal to the Trustee Fee described in the definition thereof (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. (c) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.

Payment of the Trustee's Fees and Expenses. (a) On or before each Distribution Date occurring in April, beginning with the April 1998 Distribution Date, the Trust Servicer shall pay to the Trustee without any right of reimbursement from the Trust or otherwise, an amount equal to the Trustee Fee described in Fee, any reasonable expenses as agreed to by the definition thereof Servicer and Trustee (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) and, with respect to the April 1998 Distribution Date, all loan file review fees, as compensation for all services rendered by the Trustee (and any such co-trustee or separate trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (and any such co-trustee or separate trustee). The Trustee Fee and such expenses and loan file review fees (including any fees and expenses of a co-trustee or separate trustee appointed under Section 9.10) are an obligation solely of the Servicer and neither the Trustee nor any co-trustee or separate trustee appointed hereunder has or will have any lien on the Trust for payment of any such fees or expenses. It is anticipated that the Servicer will utilize a portion of the Monthly Servicing Fee for payment of such fees and expenses. (b) The Trust shall pay or reimburse the Trustee the Trustee Fee pursuant to Section 5.01 and such other 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 that is otherwise 106 reimbursable to the Trustee by the Servicer pursuant to Section 9.05(a) above; provided, however, that the Trustee shall not refuse to perform any of its duties hereunder solely as a result of the failure of the Trust to pay or reimburse such expenses, disbursements or advances. The right of the Trustee to recover such amounts from the Trust shall be subordinate to the rights of the Financial Guaranty Insurer and the Holders of the Offered Certificates under this Agreement including, without limitation, to the prior payment in full of all amounts payable as of any Distribution Date. (c) The Servicer agrees to indemnify the Trustee and its employees, officers, directors and agents from, and hold it harmless against, any and all losses and liabilities, damages, claims or expenses (including reasonable attorneys' fees) arising in respect of its acts or omissions in connection with this Agreement or the Certificates except to the extent the negligence, bad faith or intentional misconduct of the Trustee contributes to the loss, liability, damage, claim or expense. (d) This Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee as regards rights accrued prior to such resignation or removal.