Common use of Fees and Expenses of Trustee Clause in Contracts

Fees and Expenses of Trustee. the Custodian and the Certificate Administrator. The Trustee shall be entitled to receive the Trustee Fee, the Certificate Administrator shall be entitled to receive the Certificate Administrator Fee (other than the portions thereof constituting the Trustee Fee and the Custodian Fee) and the Custodian shall be entitled to receive the Custodian Fee, pursuant to Section 5.3(b)(ii) (which shall not be limited by any provision of law with respect to the compensation of a trustee of an express trust), for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties, respectively, hereunder of the Trustee, the Custodian and the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator shall also be entitled to recover from the Trust all reasonable unanticipated out-of-pocket expenses and disbursements incurred or made by the Trustee, the Custodian and the Certificate Administrator in accordance with any of the provisions of this Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and other Persons not regularly in its employ), not including expenses incurred in the ordinary course of performing its duties as Trustee, the Custodian or Certificate Administrator, respectively, hereunder, and except any such expense, disbursement or advance as may arise from the negligence, willful misconduct or bad faith of such Person or which is the responsibility of the Holders of the Certificates hereunder. The provisions of this Section 7.12 shall survive any termination of this Agreement and the resignation or removal of the Trustee, the Custodian or the Certificate Administrator.

Fees and Expenses of Trustee. the Custodian and the Certificate AdministratorTHE FISCAL AGENT, THE PAYING AGENT AND THE SERVICER REPORT ADMINISTRATOR. The Trustee shall be entitled to receive the Trustee Fee (other than the portion thereof constituting the Paying Agent Fee), the Certificate Administrator Paying Agent shall be entitled to receive the Certificate Administrator Fee (other than the portions thereof constituting the Trustee Fee and the Custodian Fee) and the Custodian shall be entitled to receive the Custodian Paying Agent Fee, pursuant to Section 5.3(b)(ii) (which shall not be limited by any provision of law with respect to the compensation of a trustee of an express trust)) and the Servicer Report Administrator shall be entitled to receive the Servicer Report Administrator Fees, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties, duties respectively, hereunder of the Trustee, the Custodian Paying Agent and the Certificate Servicer Report Administrator. The Trustee, the Custodian Fiscal Agent and the Certificate Administrator Paying Agent shall also be entitled to recover from the Trust all reasonable unanticipated out-of-pocket expenses and disbursements incurred or made by the Trustee, the Custodian Fiscal Agent and the Certificate Administrator Paying Agent in accordance with any of the provisions of this Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and other Persons not regularly in its employ), not including expenses incurred in the ordinary course of performing its duties as Trustee, the Custodian Fiscal Agent or Certificate AdministratorPaying Agent, respectively, respectively hereunder, and except any such expense, disbursement or advance as may arise from the negligence, willful misconduct negligence or bad faith of such Person or which is the responsibility of the Holders of the Certificates hereunder. The provisions of this Section 7.12 shall survive any termination of this Agreement and the resignation or removal of the Trustee, the Custodian Fiscal Agent or the Certificate AdministratorPaying Agent.

Fees and Expenses of Trustee. Certificate Administrator and Custodian; Indemnification of and by the Custodian Trustee, Certificate Administrator and the Certificate Administrator. The Trustee shall be entitled to receive the Trustee FeeCustodian. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the general funds on deposit in the Distribution Account as provided in Section 3.05(b), prior to any distributions to be entitled made therefrom on such date, and pay to receive the Trustee, the Certificate Administrator Fee (other than the portions thereof constituting the Trustee Fee and the Custodian Fee) all earned but unpaid Trust Administration Fees for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, as compensation for all services rendered by the Trustee, the Certificate Administrator and the Custodian shall be entitled to receive in the Custodian Feeexercise and performance of any of the powers and duties specified hereunder and, pursuant to in the case of the Trustee, the execution of the trusts hereby created. Except as contemplated by Section 5.3(b)(ii) 3.06, the Trust Administration Fee (which shall not be limited by any provision of law with respect in regard to the compensation of a trustee of an express trust)) shall constitute the Trustee's, the Certificate Administrator's and the Custodian's sole compensation for all such services to be rendered by it it. (b) The Trustee, the Certificate Administrator and the Custodian (whether in their individual capacities or their capacities as Trustee, Certificate Administrator or Custodian, as the execution case may be) and any director, officer, employee, affiliate, agent or "control" person within the meaning of the trusts hereby created and in the exercise and performance Securities Act of any of the powers and duties1933, respectivelyas amended, hereunder of the Trustee, the Custodian Certificate Administrator and the Certificate Administrator. The Trustee, the Custodian and the Certificate Administrator shall also be entitled to recover from be indemnified for and held harmless by the Trust all Fund out of the Collection Accounts (and, to the extent that any Loan Combination and/or any related REO Property is affected, by the Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan Combination Custodial Account) against any loss, liability or reasonable unanticipated "out-of-pocket pocket" expense (including, without limitation, costs and expenses of litigation, and disbursements of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the Mortgage Loans or made by the Certificates or any act of either Master Servicer or the Special Servicer taken on behalf of the Trustee or the Certificate Administrator, provided that such expense constitutes an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided, further, that none of the Trustee, the Certificate Administrator, or the Custodian and the Certificate Administrator in accordance with or any of the provisions other above specified persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms hereof, (2) any loss, liability or expense incurred by reason of this Agreement (including willful misfeasance, bad faith or negligence in the reasonable compensation performance of the Trustee's, the Certificate Administrator's or the Custodian's, as the case may be, obligations and the reasonable expenses and disbursements duties hereunder, or by reason of its counsel negligent disregard of such obligations and other Persons not regularly in its employ)duties, not including expenses incurred in the ordinary course of performing its duties as Trustee, the Custodian or Certificate Administrator, respectively, hereunder, and except any such expense, disbursement or advance as may arise from a breach of any representation, warranty or covenant of the negligenceTrustee, willful misconduct the Certificate Administrator or bad faith the Custodian made herein, or (3) any loss, liability or expense that constitutes an Advance (the reimbursement of such Person or which is the responsibility of the Holders of the Certificates hereunderseparately addressed herein) or allocable overhead. The provisions of this Section 7.12 8.05(b) shall survive any termination of this Agreement and the resignation or removal of the Trustee, the Custodian or the Certificate AdministratorTrustee and appointment of a successor trustee.