Common use of Payment of Trustee's Fees Clause in Contracts

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I I, Group II and Group II III Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.. 116 (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent as otherwise provided in this SectionAgreement, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f).. 101 (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred fees, in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or Agreement; provided, however, that this indemnification shall be limited to the extent recoverable from availability of funds in the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, Group I or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Group II Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, Accounts and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to paid in the priority set forth in Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I I, Group II and Group II III Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or 129 indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts Lower-Tier Distribution Account on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent as otherwise provided in this SectionAgreement, 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 "unanticipated unanticipated" out-of-pocket" pocket expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreementhereunder. All such amounts shall be payable from funds in the Certificate Accounts Lower-Tier Distribution Account as provided in Section 6.02(f6.02(e). (b) In addition, . The provisions of this Section 9.05 shall survive the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach termination of this Agreement and the removal or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason resignation of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, the 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 liability, cost or "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation reasonable legal fees and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)related expenses) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred in connection with the acceptance or administration of its trusts hereunder or the CertificatesCertificates (including such costs and expenses incurred in connection with any Event of Default, breach of this Agreement or its performance under the Insurance Agreementclaim or legal action, including pending or threatened claims) other than any loss, liability liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreementhereunder. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f).. 103 (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction request of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicableCertificateholders, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (dc) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (ed) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.

Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, 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 "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in 110 the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). (b) In addition, the Trustee shall be further indemnified and held harmless against any reasonable costs and expenses not included in Section 9.05(a), including reasonable attorney's fees and related expenses incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or under the Insurance Agreement, other than any cost or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement or to the extent recoverable from the Master Servicer under Section 9.05(d); provided however, any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section may be withdrawn at any time by the Trustee from the Certificate Account designated by the Certificate Insurer, provided that sufficient funds are available in such Certificate Account, and subject to a maximum amount of $75,000 in aggregate in any calendar year. Any such amount due to the Trustee, or any director, officer, employee or agent of the Trustee under this subsection (b), in excess of $75,000 in aggregate in such calendar year shall be reimbursable pursuant to Section 6.05. (c) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend by litigation hereunder or in relation hereto at the request, or direction of the Certificate Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders or the Certificate Insurer, as applicable, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.. 105 (d) The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder. (e) The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee.