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

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's ’s fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's ’s duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's ’s negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. As The Trustee, as compensation for its activities under this Agreement, on each Distribution Date all services rendered by the Trustee may in the exercise and performance of any of the powers and duties hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for that such Distribution Date. The Trust Fund shall pay or reimburse the Trustee upon 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 but not limited to Section 7.01 and Section 8.02(v) hereof and 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 Trust Fund shall indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any directorand all losses, officerliabilities, employeedamages, claims or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or expenses incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Trust Fund or the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability or expense incurred because by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of any its duties hereunder or by reason of the Trustee's reckless disregard of obligations and duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreementhereunder. This indemnity section shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect tohereunder.

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. As compensation for its activities under this Pursuant to the Trust Agreement, on each Distribution Date the Trustee may withdraw from shall be paid by the Distribution Account Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses, disbursements incurred or made by the Trustee Fee for that Distribution Datein accordance with any of the provisions of the Trust Agreement (including but not limited to 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, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee, employee or agent of the Trustee shall be indemnified and held harmless by the Master Servicer Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust or the Trustee or any director, (b) the Certificatesofficer, employee or agent thereof, or (c) the performance of any of the Trustee's ’s duties under this Agreement, the Trust Agreement other than any loss, liability or expense incurred because by reason of willful misfeasance, bad faith faith, negligence, willful misconduct or negligence breach of contract in the performance of any of duties under the Trustee's duties hereunder Trust Agreement or incurred by reason of any action reckless disregard of obligations and duties under the Trustee taken at the direction of the Certificateholders under this Trust Agreement. This indemnity The provisions of this Section 9.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to.

Trustee's Fees and Expenses. As The Trustee shall be entitled to the Trustee's Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for its activities under this Agreement, on each Distribution Date all services rendered by the Trustee may in the exercise and performance of any of the powers and duties hereunder. The Trustee shall withdraw from the Distribution Account the Trustee Fee for that on each Distribution Date. The Trustee Date and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating pay to (a) this Agreement, (b) the Certificates, or (c) the performance of any of itself the Trustee's duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this AgreementFee. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall The Seller will pay or reimburse the Trustee, Trustee upon its request for all reasonable expenses, disbursements, 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 from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with respect toany 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.

Trustee's Fees and Expenses. As compensation The Trustee fee for its activities under this Agreement, on each Distribution Date the transactions contemplated hereby shall be paid by the Seller in the form of a lump sum payment to the Trustee may withdraw from on or prior to the Distribution Account the Trustee Fee for that Distribution Closing Date. The Trustee and any director, officer, employee, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability, liability or expense (including reasonable attorney's ’s fees) resulting from any error in any tax or information return prepared by the Master Servicer or (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, Certificates or (c) in connection with the performance of any of the Trustee's ’s duties under this Agreementhereunder, other than any loss, liability or expense incurred because by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreementand (ii) resulting from any error in any tax or information return prepared by the Depositor. This Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreementhereunder. Without limiting the foregoing, except Except as otherwise agreed upon in writing by provided herein, the Depositor and the Trustee, and except Trustee shall not be entitled to payment or reimbursement for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances routine ongoing expenses incurred or made by the Trustee in accordance with this Agreement with respect tothe ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. As compensation for its activities under this AgreementThe Servicer agrees to pay (or cause to be paid) to the Trustee, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified entitled to, compensation in an amount as separately agreed by the Master Trustee and the Servicer against (which shall not be limited by any loss, liability, or expense (including reasonable attorney's feesprovision of law in regard to the compensation of a trustee of an express trust) resulting from any error for all services rendered by it in any tax or information return prepared the execution of the trusts created by this Agreement and in the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the exercise and performance of any of the Trustee's powers and duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse (or cause to be paid or reimbursed) the Trustee, Trustee upon its request for all reasonable expenses (including, without limitation, 102 109 expenses incurred in connection with notices or other communications to Certificateholders) and disbursements (including the reasonable fees and the reasonable expenses and disbursements of its outside counsel and of all persons not regularly in its employ but excluding general overhead expenses, disbursements, and advances ) incurred or made by the Trustee in accordance with any of the provisions of this Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement, if any, or in defense of any action brought against it in connection with respect tothis Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement, if any, except any such expense, disbursement, or advance as may arise from its negligence, willful misfeasance, or bad faith. The provisions of this Section 10.7 shall survive the termination of this Agreement.

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's ’s fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's ’s duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's ’s negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. As compensation for its activities under this AgreementThe Servicer agrees to pay (or cause to be paid) to the Trustee, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified entitled to, compensation in an amount as separately agreed by the Master Trustee and the Servicer against (which shall not be limited by any loss, liability, or expense (including reasonable attorney's feesprovision of law in regard to the compensation of a trustee of an express trust) resulting from any error for all services rendered by it in any tax or information return prepared the execution of the trusts created by this Agreement and in the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the exercise and performance of any of the Trustee's powers and duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse (or cause to be paid or reimbursed) the Trustee, Trustee upon its request for all reasonable expenses (including, without limitation, 101 103 expenses incurred in connection with notices or other communications to Certificateholders) and disbursements (including the reasonable fees and the reasonable expenses and disbursements of its outside counsel and of all persons not regularly in its employ but excluding general overhead expenses, disbursements, and advances ) incurred or made by the Trustee in accordance with any of the provisions of this Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement, if any, or in defense of any action brought against it in connection with respect tothis Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement, if any, except any such expense, disbursement, or advance as may arise from its negligence, willful misfeasance, or bad faith. The provisions of this Section 10.7 shall survive the termination of this Agreement.

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the The Trustee may shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee and, to the extent that the funds therein are at anytime insufficient for that Distribution Datesuch purpose, the Depositor shall pay such fees. The Trustee and any director, officer, employee, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability, liability or expense (not including reasonable attorney's fees) resulting from any error in any tax expenses, disbursements and advances incurred or information return prepared made by the Master Servicer or 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 in connection with any claim or legal action relating to (a) this Agreement, (b) or any pending or threatened claim or legal action arising out of or in connection with the Certificates, acceptance or (c) the performance administration of any of the Trustee's its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach by the Master Servicer of its obligations in connection with this Agreement or (ii) any loss, liability or expense incurred because by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action reckless disregard of obligations and duties hereunder. The Master Servicer agrees to indemnify the Trustee taken at from, and hold it harmless against, any loss, liability or expense arising in respect of any breach by the direction Master Servicer of the Certificateholders under its obligations in connection with this Agreement. This Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee under this AgreementTrustee. Without limiting the foregoing, except as otherwise agreed upon in writing Any payment hereunder made by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by to the Trustee in accordance with this Agreement with respect toshall be from the Master Servicer's own funds, without reimbursement from the related Trust Fund therefor.

Trustee's Fees and Expenses. As compensation for its activities under this Agreementprovided in Section 3.01(c), the Trustee shall withdraw from the Certificate Account on each Distribution Date and pay to itself any investment income on amounts in the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution DateCertificate Account. The Trustee and any director, officer, employee, employee or agent of the Trustee shall be indemnified (to the extent the Trustee has not been indemnified under the Pooling and Servicing Agreement), by the Master Servicer Trust Fund and held harmless against any loss, liability, liability or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to (a) this Agreement, (b) the ownership by the Trustee of the Underlying Certificates for the benefit of the Certificateholders hereunder, or the Certificates, including the costs and expenses of defending itself against any claim or (c) legal action or any pending or threatened claim or legal action relating to the performance of any of the Trustee's duties under this Agreementhereunder, other than any loss, liability or expense (i) that constitutes a specific liability of the Trustee under this Agreement or (ii) incurred because by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action reckless disregard of the Trustee taken at the direction of the Certificateholders under this AgreementTrustee's obligations and duties hereunder. This indemnity Such indemnities shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to.

Trustee's Fees and Expenses. As compensation for its activities under this Agreement, on each Distribution Date the Trustee may withdraw from the Distribution Account the Trustee Fee for that Distribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Master Servicer against any loss, liability, or expense (including reasonable attorney's ’s fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's ’s duties under this Agreement, other than any loss, liability or expense incurred because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the 100 Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee's ’s negligence, bad faith, or willful misconduct, the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to