Common use of Trustee Fees and Expenses Clause in Contracts

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 Seller will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements 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 and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01) except any such expense or disbursement 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 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 reckless disregard of obligations and duties hereunder. This 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. Prior to disbursing the Available Funds, The Trustee will be paid the Trustee shall withdraw from Fee pursuant to Section 5.01 and such other amounts as agreed with the Distribution Account on each Distribution Date and pay to itself the Trustee FeeSeller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements 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 employ and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 any legal action 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 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 Section 9.05 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. Prior to disbursing the Available Funds, The Trustee will be paid the Trustee shall withdraw from Fee pursuant to Section 5.01 and such other amounts as agreed with the Distribution Account on each Distribution Date and pay to itself the Trustee FeeSeller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements 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 employ and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 any legal action 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 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, such amounts shall be payable to the Trustee by the Trust pursuant to Section 5.01(a)(17). This section Section 9.05 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. Prior The Trustee shall be entitled to disbursing the Available Funds, 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 FeeFee pursuant to Section 4.01(i). The Seller will pay or Trust shall reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee, 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 and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 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 reckless disregard of obligations and duties hereunderhereunder 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 under the Custodial Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties thereunder or by reason of its reckless disregard of obligations and duties thereunder. This section Section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunderor Custodian hereunder or under the Custodial Agreement, as applicable. If Anything in this Agreement to the Seller defaults contrary notwithstanding, in its obligation to pay or reimburse no event shall the Trustee or the Custodian be liable for special, indirect or consequential loss or damage of any amount as required under this Section 8.05kind whatsoever (including, but not limited to, lost profits) even if the Trustee shall be entitled to be paid or reimbursed such amount from the assets Custodian has been advised of the Trust Fund consisting likelihood of any amounts on deposit at any time in the Collection Account such loss 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 damage and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 regardless 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 Agreementform of action.

Trustee Fees and Expenses. Prior The Trustee will be entitled to disbursing such reasonable fees and other charges as it may establish from time to time for the Available Funds, the Trustee shall withdraw from the Distribution Account on each Distribution Date Fund and pay to itself the Trustee Feereimbursement for disbursements and expenses reasonably incurred by it in performing its duties hereunder. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses All such fees and disbursements incurred or made by the Trustee, in accordance other amounts (together with any of the provisions of this Agreement (including the reasonable compensation goods and the expenses and disbursements of its counsel and of all persons not regularly in its employ and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01) except any such expense services tax or disbursement 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 any legal action relating to this Agreement or the Certificatesother taxes applicable thereto, other than any losspenalties and taxes for which the Trustee is liable under the Applicable Tax Legislation) shall be payable upon establishment of the Plan. Thereafter, liability or expense incurred such fees shall be payable at a time and frequency to be determined by reason of willful misfeasanceXxxxx Xxxxx and shall be either charged to the Annuitant’s account or, bad faith or negligence of if the Annuitant has so instructed the Trustee in writing, billed to the performance Annuitant directly. The Annuitant will be provided with a minimum of its duties hereunder or by reason of the Trustee's reckless disregard of obligations and duties hereunder. This section shall survive termination of this Agreement or the resignation or removal sixty (60) days notice of any Trustee hereunderchange to such fees and other charges. If the Seller defaults in its obligation Trustee and/or Xxxxx Xxxxx makes a payment or transfer of all the assets of the Fund, other than a payment pursuant to pay Article 7.7 hereof (excluding an additional payment) or reimburse a transfer to a registered retirement savings plan or a registered retirement income fund, for which the Trustee any amount as required under this Section 8.05is not trustee, the Trustee shall be entitled to be paid deduct a special service fee from any such transfer or reimbursed such amount from additional payment amount. Notwithstanding anything herein contained, the Trustee is empowered to realize, at its sole discretion, sufficient assets forming part of the Trust Fund consisting for payment of the fees and expenses referred to above and for payment of any amounts on deposit at any time taxes which may be payable in respect of the Collection Account or the Distribution Accounttrust established hereunder. Any indemnification from the Trust Fund, as contemplated above, such realization shall be payable by made at such price or prices as the Trust Fund Trustee may, in its sole discretion, determine and the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section Trustee shall not be applicable in connection with responsible for any insolvency, bankruptcy, reorganization, receivership or similar proceeding to which the Master Servicer is subject or in connection with claims made in or through loss occasioned by any 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 Agreementrealization.

Trustee Fees and Expenses. Prior The Trustee shall be entitled to disbursing the Available Funds, 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. The Seller will pay or Trust shall reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the 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 and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 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 reckless disregard of obligations and duties hereunderhereunder and (ii) to the extent such indemnification is provided by the Servicer pursuant to Section 3.26. This section Section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. If Anything in this Agreement to the Seller defaults contrary notwithstanding, in its obligation to pay or reimburse no event shall the Trustee be liable for special, indirect or consequential loss or damage of any amount as required under this Section 8.05kind whatsoever (including, but not limited to, lost profits) even if the Trustee shall be entitled to be paid or reimbursed such amount from the assets has been advised of the Trust Fund consisting likelihood of any amounts on deposit at any time in the Collection Account such loss 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 damage and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 regardless 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 Agreementform of action.

Trustee Fees and Expenses. Prior The Trustee shall be entitled to disbursing the Available Funds, 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. The Seller will pay or Trust shall reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the 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 and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 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 reckless disregard of obligations and duties hereunderhereunder and (ii) to the extent such indemnification is required to be provided by the Servicer pursuant to Section 3.26. This section Section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. If Anything in this Agreement to the Seller defaults contrary notwithstanding, in its obligation to pay or reimburse no event shall the Trustee be liable for special, indirect or consequential loss or damage of any amount as required under this Section 8.05kind whatsoever (including, but not limited to, lost profits) even if the Trustee shall be entitled to be paid or reimbursed such amount from the assets has been advised of the Trust Fund consisting likelihood of any amounts on deposit at any time in the Collection Account such loss 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 damage and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 regardless 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 Agreementform of action.

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 Seller will Trustee shall pay or reimburse 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 upon its request be liable for all reasonable expenses 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. 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 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 employ and any amounts paid Agreement) incurred by the Trustee for the recording or such party arising out of Assignments pursuant to Section 2.01) except any such expense or disbursement 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 any legal action relating to the acceptance or 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 the Trustee's obligations and duties hereunderunder this Agreement. In the event that 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 8.05 (such amount, the "Indemnity Deficiency") from the Trust Fund or any other source of 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 Trustee, the Depositor shall pay such Indemnity Deficiency to the Trustee. This 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. Prior to disbursing the Available Funds, the The Trustee 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. The Seller will pay Trustee, and any director, officer, employee or reimburse agent of the Trustee upon its request for all reasonable expenses 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 (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 employ and any amounts paid accordance with the provisions of this Agreement) incurred by the Trustee for arising out of or in connection with the recording acceptance or administration of Assignments its obligations and duties under this Agreement, 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 2.0110.01(c) except any such expense or disbursement 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 any legal action relating to this Agreement or the Certificates, other than (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 obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. This section Any amounts payable to the Trustee or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (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. Such indemnity shall survive the termination of this Agreement or and the resignation or removal of any Trustee hereunderthe Trustee. If the Seller defaults in its obligation to pay or reimburse the Trustee any amount as required under this Section 8.05, the The Trustee shall be entitled to be paid or reimbursed such amount from the assets pay any annual rating agency fees of the Trust Fund consisting Rating Agencies for ongoing surveillance from its own funds without right 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 Agreementreimbursement.

Trustee Fees and Expenses. Prior The Trustee shall be entitled to disbursing the Available Funds, 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. The Seller will pay or Trust shall reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements 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 employ and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 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 reckless disregard of obligations and duties hereunderhereunder and (ii) to the extent such indemnification is required to be provided by the Servicer pursuant to Section 3.26. This section Section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder. If Anything in this Agreement to the Seller defaults contrary notwithstanding, in its obligation to pay or reimburse no event shall the Trustee be liable for special, indirect or consequential loss or damage of any amount as required under this Section 8.05kind whatsoever (including, but not limited to, lost profits) even if the Trustee shall be entitled to be paid or reimbursed such amount from the assets has been advised of the Trust Fund consisting likelihood of any amounts on deposit at any time in the Collection Account such loss 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 damage and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 regardless 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 Agreementform of action.

Trustee Fees and Expenses. Prior to disbursing the Available Funds, The Trustee will be paid the Trustee shall withdraw from Fee pursuant to Section 5.01 and such other amounts as agreed with the Distribution Account on each Distribution Date and pay to itself the Trustee FeeSeller. The Seller will pay or reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee, 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 and any amounts paid by the Trustee for the recording of Assignments pursuant to Section 2.01employ) except any such expense expense, disbursement or disbursement 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 any legal action 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 ’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 Section 9.05 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.