Common use of Trustee Compensation and Expenses Clause in Contracts

Trustee Compensation and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation payable on such Distribution Date consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall pay a portion of the Trustee Compensation as compensation for the Custodian's services under the Custodial Agreement as are payable to the Custodian in accordance with a separate fee schedule between the Trustee and the Custodian. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination Date. The Trustee, or 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 and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) 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 or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian's performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. 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 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.

Trustee Compensation and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation payable on such Distribution Date prior to making any distributions to Certificateholders consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall pay a portion of the Trustee Compensation Custodian (as compensation for the Custodian's services under the Custodial Agreement as are Agreement) any amount payable to the Custodian in accordance with a separate fee schedule between attached as an exhibit to the Trustee and Custodial Agreement from amounts on deposit in the CustodianDistribution Account. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination Date. The Trustee, or 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 and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) 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 or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian's performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. 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 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.

Trustee Compensation and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation payable on such Distribution Date consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall pay a portion of the Trustee Compensation as compensation for the Custodian's services under the Custodial Agreement as are payable prior to the Custodian in accordance with a separate fee schedule between the Trustee and the Custodian. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required making any distributions to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination DateCertificateholders. The Trustee, or 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 and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the either Servicer's ’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) 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 or as a result of a breach of the Trustee's ’s obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian's performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. 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 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.

Trustee Compensation and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation payable on such Distribution Date consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall pay a portion of the Trustee Compensation as compensation for the Custodian's services under the Custodial Agreement as are payable prior to the Custodian in accordance with a separate fee schedule between the Trustee and the Custodian. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required making any distributions to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination DateCertificateholders. The Trustee, or 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 and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) 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 or as a result of a breach of the Trustee's ’s obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian's performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. 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 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.

Trustee Compensation and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation payable on such Distribution Date prior to making any distributions to Certificateholders consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall pay a portion of the Trustee Compensation Custodian (as compensation for the Custodian's ’s services under the Custodial Agreement as are Agreement) any amount payable to the Custodian in accordance with a separate fee schedule between attached as an exhibit to the Trustee and Custodial Agreement from amounts on deposit in the CustodianDistribution Account. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination Date. The Trustee, or 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 and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) 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 or as a result of a breach of the Trustee's ’s obligations under Article X hereof. It is understood by the parties hereto that a "“claim" ” as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian's ’s performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's ’s reckless disregard of its obligations and duties under the Custodial Agreement. 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 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.