Common use of Trustee Fees and Expenses Clause in Contracts

Trustee Fees and Expenses. The Trustee will be paid the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the Seller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior to distributions to Certificateholders. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Trustee Fees and Expenses. The Trustee will be paid Prior to disbursing the Available Funds, the Trustee Fee pursuant shall withdraw from the Distribution Account on each Distribution Date and pay to Section 5.01 and such other amounts as agreed with itself the SellerTrustee Fee. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee 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 employemploy and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01) except any such expense, expense or disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior to distributions to Certificateholders. This Section 9.05 section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. If the Seller defaults in its obligation to pay or reimburse the Trustee any amount as required under this Section 8.05, the Trustee shall be entitled to be paid or reimbursed such amount from the assets of the Trust Fund consisting of any amounts on deposit at any time in the Collection Account or the Distribution Account. Any indemnification from the Trust Fund, as contemplated above, shall be payable by the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section shall not be applicable in connection with any insolvency, bankruptcy, reorganization, receivership or similar proceeding to which the Master Servicer is subject or in connection with claims made in or through such proceeding and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 of the U.S. Code or similar provisions are applicable to this Agreement and has not appointed or approved a successor master servicer or has ordered the Trustee to take action under this Agreement, which will cause the Trustee to incur expenses, disbursements or advances under this Agreement.

Trustee Fees and Expenses. The Trustee will be paid the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the Seller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detailSeller, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior pursuant to distributions to CertificateholdersSection 5.01(a)(17). This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Trustee Fees and Expenses. The Trustee will be paid the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the Seller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s 's reckless disregard of its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detailSeller, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior pursuant to distributions to CertificateholdersSection 5.01(a)(16). This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Trustee Fees and Expenses. The Trustee will shall be paid entitled to the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by the Trustee in the exercise and performance of any of the powers and duties hereunder. The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the Seller4.01(i). The Seller will pay or Trust shall reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee and for any advances incurred or made as successor servicer in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents shall be indemnified by the Trust from, and hold it held harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or any legal action relating to this Agreement or the Certificates, other than (i) 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 by reason of the Trustee's reckless disregard of obligations and duties hereunder and (ii) to the extent such indemnification is required to be provided by the Servicer pursuant to Section 3.26. Further, the Custodian and its officers, directors, employees and agents shall be indemnified by the Trust from, and held harmless against, any and all losses, liabilities, damages, claims or expenses arising out of or in connection with any claim or legal action relating to the acceptance or administration of its obligations and duties hereunder. To under the extent that amounts payable to the Trustee under this Section 9.05, Custodial Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee Fee, are not paid Custodian in the performance of its duties thereunder or by the Seller within 90 days reason of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior to distributions to Certificateholdersits reckless disregard of obligations and duties thereunder. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunderor Custodian hereunder or under the Custodial Agreement, as applicable. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee or the Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if the Trustee or the Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee Fees and Expenses. The Trustee will be paid the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the Seller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or the Insurance Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or relating to this Agreement, the Insurance Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior to distributions to Certificateholders; provided, however, that in no event may such amounts payable by the Trust exceed $300,000 per calendar year; provided, further, that such limitation shall (i) not be applicable to Servicing Transfer Costs payable to the Trustee pursuant to Sections 3.01(g) or 8.01(b) or (ii) any losses, liabilities, damages, claims or expenses incurred by the Trustee in connection with or relating directly or indirectly to any actual or alleged violation of any predatory or abusive lending laws in respect of any Mortgage Loan. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Trustee Fees and Expenses. The Trustee will shall be paid entitled to the Trustee Fee pursuant (which shall not be limited by any provision of law in regard to Section 5.01 the compensation of a trustee of an express trust) for all services rendered by the Trustee in the exercise and such other amounts as agreed with performance of any of the Sellerpowers and duties hereunder. The Seller will Trustee shall withdraw from the Distribution Account on each Distribution Date and pay or to itself the Trustee Fee. The Trust shall reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents shall be indemnified by the Trust from, and hold it held harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or any legal action relating to this Agreement or the Certificates, other than (i) 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 its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts hereunder and (ii) to the extent that they are not unreasonable) shall such indemnification is required to be payable to the Trustee provided by the Trust prior Servicer pursuant to distributions to CertificateholdersSection 3.26. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee Fees and Expenses. The Trustee will shall be paid entitled to the Trustee Fee pursuant (which shall not be limited by any provision of law in regard to Section 5.01 the compensation of a trustee of an express trust) for all services rendered by the Trustee in the exercise and such other amounts as agreed with performance of any of the Sellerpowers and duties hereunder. The Seller will Trustee shall withdraw from the Distribution Account on each Distribution Date and pay or to itself the Trustee Fee. The Trust shall reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee Trustee, and for any advances made as successor servicer, in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents shall be indemnified by the Trust from, and hold it held harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or any legal action relating to this Agreement or the Certificates, other than (i) 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 its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts hereunder and (ii) to the extent that they are not unreasonable) shall such indemnification is required to be payable to the Trustee provided by the Trust prior Servicer pursuant to distributions to CertificateholdersSection 3.26. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee Fees and Expenses. The Trustee will be paid shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account and the Trustee Fee pursuant to Section 5.01 and such other amounts as agreed with the SellerFee. The Seller will pay Trustee, and any director, officer, employee or reimburse agent of the Trustee upon its request for all reasonable Trustee, shall be indemnified by REMIC 1 and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (Trustee, including the reasonable compensation and the expenses and disbursements of its counsel agents and counsel, in the ordinary course of all persons not regularly the Trustee's performance in its employaccordance with the provisions of this Agreement) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify incurred by the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims arising out of or expenses incurred in connection with the acceptance or relating to administration of its obligations and duties under this Agreement or the CertificatesAgreement, other than any loss, liability or expense (i) resulting from the Servicer's actions or omissions in connection with this Agreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) 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 its obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. To the extent that Any amounts payable to the Trustee under or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section 9.05paragraph (a), or pursuant to any other than 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 Fee, are not paid by from the Seller within 90 days of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable to the Trustee by the Trust prior to distributions to CertificateholdersDistribution Account at any time. This Section 9.05 Such indemnity shall survive the termination of this Agreement or and the resignation or removal of the Trustee. The Trustee shall pay any Trustee hereunderannual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee Fees and Expenses. Prior to disbursing the Available Funds, the Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee will be paid shall pay from its Trustee Fee the monthly Custodian Fee to the Custodian. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee Fee pursuant be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Section 5.01 lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and such other amounts as agreed with regardless of the Sellerform of action. The Seller will pay Trustee and any director, officer, employee or reimburse agent of the Trustee upon its request for all reasonable shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee in the ordinary course of the Trustee's performance 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 employAgreement) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, the Seller covenants and agrees to indemnify incurred by the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred such party arising out of or in connection with the acceptance or relating to administration of its duties under this Agreement or the CertificatesAgreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance by the Trustee of its duties hereunder under this Agreement or by reason of the Trustee’s reckless disregard of its the Trustee's obligations and duties hereunderunder this Agreement. To In the extent event that amounts payable the Trustee is entitled to indemnity from the Trust Fund pursuant to this Section 8.05 and the Trustee is unable to recover any amount owed to the Trustee under this Section 9.058.05 (such amount, the "Indemnity Deficiency") from the Trust Fund or any other than the Trustee Fee, are not paid by the Seller within 90 days source of written demand, itemized in reasonable detail, such amounts (to the extent that they are not unreasonable) shall be payable indemnity available to the Trustee (including, without limitation, the Servicer, the Originators under the Originator Mortgage Loan Purchase Agreements and New Century Mortgage Corporation under the New Century Corp. Guarantee), the Trustee shall provide written notice to the Depositor of the Trustee's inability to recover such Indemnity Deficiency under this Section 8.05. Within 10 days after receipt of such notice by the Trust prior Trustee, the Depositor shall pay such Indemnity Deficiency to distributions to Certificateholdersthe Trustee. This Section 9.05 section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Trustee Fees and Expenses. The Trustee will shall be paid entitled to the Trustee Fee pursuant (which shall not be limited by any provision of law in regard to Section 5.01 the compensation of a trustee of an express trust) for all services rendered by the Trustee in the exercise and such other amounts as agreed with performance of any of the Sellerpowers and duties hereunder. The Seller will Trustee shall withdraw from the Distribution Account on each Distribution Date and pay or to itself the Trustee Fee. The Trust shall reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee Trustee, and for any advances made as successor servicer, in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. In addition, the Seller covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents shall be indemnified by the Trust from, and hold it held harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or any legal action relating to this Agreement or the Certificates, other than (i) 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 its obligations and duties hereunder. To the extent that amounts payable to the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by the Seller within 90 days of written demand, itemized in reasonable detail, such amounts hereunder and (ii) to the extent that they are not unreasonable) shall be payable to the Trustee such indemnification is provided by the Trust prior Servicer pursuant to distributions to CertificateholdersSection 3.26. This Section 9.05 shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.