Common use of Fees and Expenses of Trustee Clause in Contracts

Fees and Expenses of Trustee. and the Tax Administrator; Indemnification of and by Trustee, the Tax Administrator and Fiscal Agent. (a) On each Distribution Date, the Trustee shall withdraw from the Distribution Account, out of general collections on the Mortgage Loan and any REO Property on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Trustee's Fees earned in respect of the Mortgage Loan through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee, respectively, hereunder. The Trustee's Fee shall accrue during each calendar month (commencing with December 2001) at the Trustee's Fee Rate on a principal amount equal to the Stated Principal Balance of the Mortgage Loan at the beginning of the related Collection Period. The Trustee's Fee shall be calculated on an Actual/360 Basis. The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the sole compensation of the Trustee for such services to be rendered by it. (b) The Trustee and the Tax Administrator and any of their respective directors, officers, employees or agents are entitled to be indemnified and held harmless out of Trust Fund for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loan (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee or the Tax Administrator relating to the exercise and performance of any of the rights and duties of the Trustee or the Tax Administrator hereunder; provided, however, that none of the Trustee or the Tax -------- ------- Administrator or any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, --------------- such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that could reasonably be expected to be incurred by the Trustee or the Tax Administrator in connection with the performance of its normal duties, (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, the Trustee's or the Tax Administrator's obligations and duties hereunder. (c) Each of the Servicer and the Special Servicer shall indemnify the Trustee, the Tax Administrator and the Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Servicer's or the Special Servicer's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b), or the Fiscal Agent has been reimbursed for such loss, liability, claim ------- or expense pursuant to Section 8.13, then the indemnity in favor of such Person ------------ provided for in this Section 8.05(c) with respect to such loss, liability, claim --------------- or expense shall be for the benefit of the Trust. (d) Each of the Trustee, the Tax Administrator and the Fiscal Agent shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee's, the Tax Administrator's or such Fiscal Agent's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person provided for in this Section 8.05(d) with respect to such loss, --------------- liability, claim or expense shall be for the benefit of the Trust. (e) This Section 8.05 shall survive the termination of this Agreement or ------------ the resignation or removal of the Trustee, the Tax Administrator, the Fiscal Agent, the Servicer or the Special Servicer as regards rights and obligations prior to such termination, resignation or removal.

Fees and Expenses of Trustee. Indemnification of Trustee and the Tax Administrator; Indemnification of and by Trustee, the Tax Administrator and Fiscal Agent.. 240 (a) On each Distribution DateMonthly, the Trustee shall be entitled to withdraw the Trustee Fee from the Distribution Account, out of general collections on the Mortgage Loan and any REO Property on deposit therein, prior Account pursuant to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Trustee's Fees earned in respect of the Mortgage Loan through the end of the then most recently ended calendar month as compensation Section 3.05(b) 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 hereunder of the Trustee. On or prior to the Distribution Date in each month, respectively, hereunder. The Trustee's Fee the Trustee shall accrue during each calendar month (commencing with December 2001) at be entitled to withdraw and pay itself from amounts then on deposit in the Trustee's Fee Rate on a principal Distribution Account an amount equal to the Stated Principal Balance of the Mortgage Loan at the beginning of the related Collection Period. The Trustee's Fee shall be calculated on an Actual/360 Basis. The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the sole compensation of the then unpaid Trustee for such services to be rendered by itFees. (b) The Trustee and Trustee, the Tax Administrator Fiscal Agent and any director, officer, employee or agent of their respective directorsthe Trustee or the Fiscal Agent, officersas applicable, employees or agents are entitled to shall be indemnified and held harmless out of by the Trust Fund for and (to the extent of amounts on deposit in the Distribution Account from time to time) against any loss, liability, claim liability or expense (including including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loan (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee or and the Tax Administrator Fiscal Agent relating to the exercise and performance of any of the rights powers and duties of the Trustee or and the Tax Administrator Fiscal Agent hereunder; provided, however, that none of the Trustee or Trustee, the Tax -------- ------- Administrator Fiscal Agent or any of the other above specified Persons Persons, shall be entitled to indemnification pursuant to this Section 8.05(b) for (1i) allocable overhead, --------------- such as costs for office space, office equipment, supplies and related expenses, employee salaries and related (ii) expenses and similar internal costs and expenses, (2) any cost or expense that could reasonably be expected to be disbursements incurred or made by or on behalf of the Trustee or the Tax Administrator Fiscal Agent in connection the normal course of the Trustee's and the Fiscal Agent's performing their routine duties in accordance with any of the performance of its normal dutiesprovisions hereof, (3iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (4iv) any loss, liability, claim liability or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, of the Trustee's or the Tax AdministratorFiscal Agent's obligations and duties hereunder. (c) Each , or by reason of the Servicer and the Special Servicer shall indemnify the Trusteenegligent disregard of such obligations or duties, the Tax Administrator and the Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is as may arise from a result of the Servicer's or the Special Servicer's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, breach of any powers representation, warranty or covenant of attorney delivered to it by the Trustee pursuant to the provisions hereof; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b), or the Fiscal Agent has been reimbursed for such loss, liability, claim ------- or expense pursuant to Section 8.13, then the indemnity in favor made herein. The provisions of such Person ------------ provided for in this Section 8.05(c8.05(b) with respect to such loss, liability, claim --------------- or expense shall be for the benefit of the Trust. (d) Each of the Trustee, the Tax Administrator and the Fiscal Agent shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee's, the Tax Administrator's or such Fiscal Agent's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person provided for in this Section 8.05(d) with respect to such loss, --------------- liability, claim or expense shall be for the benefit of the Trust. (e) This Section 8.05 shall survive the termination of this Agreement or ------------ the any resignation or removal of the Trustee, the Tax Administrator, the Fiscal Agent, the Servicer Trustee and appointment of a successor trustee or the Special Servicer as regards rights and obligations prior to such termination, resignation or removalfiscal agent.

Fees and Expenses of Trustee. Indemnification of Trustee and the Tax Administrator; Indemnification of and by Trustee, the Tax Administrator and Fiscal Agent. (a) On each Distribution DateMonthly, the Trustee shall be entitled to withdraw the Trustee Fee from the Distribution Account, out of general collections on the Mortgage Loan and any REO Property on deposit therein, prior Account pursuant to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Trustee's Fees earned in respect of the Mortgage Loan through the end of the then most recently ended calendar month as compensation Section 3.05(b) 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 hereunder of the Trustee. On or prior to the Distribution Date in each month, respectively, hereunder. The Trustee's Fee the Trustee shall accrue during each calendar month (commencing with December 2001) at be entitled to withdraw and pay itself from amounts then on deposit in the Trustee's Fee Rate on a principal Distribution Account an amount equal to the Stated Principal Balance of the Mortgage Loan at the beginning of the related Collection Period. The Trustee's Fee shall be calculated on an Actual/360 Basis. The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the sole compensation of the then unpaid Trustee for such services to be rendered by itFees. (b) The Trustee, Fiscal Agent and any director, officer, employee or agent of the Trustee and the Tax Administrator Fiscal Agent and any of their respective its directors, officers, employees or agents are entitled to shall be indemnified and held harmless out of by the Trust Fund for and (to the extent of amounts on deposit in the Distribution Account from time to time) against any loss, liability, claim liability or expense (including including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loan (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee or and the Tax Administrator Fiscal Agent relating to the exercise and performance of any of the rights powers and duties of the Trustee or and the Tax Administrator Fiscal Agent hereunder; providedprovided that neither the Trustee, however, that none of the Trustee or the Tax -------- ------- Administrator or Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1i) allocable overhead, --------------- such as costs for office space, office equipment, supplies and related expenses, employee salaries and related (ii) expenses and similar internal costs and expenses, (2) any cost or expense that could reasonably be expected to be disbursements incurred or made by or on behalf of the Trustee or the Tax Administrator Fiscal Agent in connection the normal course of the Trustee's and the Fiscal Agent's performing their routine duties in accordance with any of the performance of its normal dutiesprovisions hereof, (3iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (4iv) any loss, liability, claim liability or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, of the Trustee's or the Tax AdministratorFiscal Agent's obligations and duties hereunder. (c) Each , or by reason of the Servicer and the Special Servicer shall indemnify the Trusteereckless disregard of such obligations or duties, the Tax Administrator and the Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is as may arise from a result of the Servicer's or the Special Servicer's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, breach of any powers representation, warranty or covenant of attorney delivered to it by the Trustee pursuant to the provisions hereof; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b), or the Fiscal Agent has been reimbursed for such loss, liability, claim ------- or expense pursuant to Section 8.13, then the indemnity in favor made herein. The provisions of such Person ------------ provided for in this Section 8.05(c8.05(b) with respect to such loss, liability, claim --------------- or expense shall be for the benefit of the Trust. (d) Each of the Trustee, the Tax Administrator and the Fiscal Agent shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee's, the Tax Administrator's or such Fiscal Agent's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person provided for in this Section 8.05(d) with respect to such loss, --------------- liability, claim or expense shall be for the benefit of the Trust. (e) This Section 8.05 shall survive the termination of this Agreement or ------------ the any resignation or removal of the Trustee, the Tax Administrator, the Fiscal Agent, the Servicer Trustee and appointment of a successor trustee or the Special Servicer as regards rights and obligations prior to such termination, resignation or removalfiscal agent.

Fees and Expenses of Trustee. and the Tax Administrator; Indemnification of and by Trustee, the Tax REMIC Administrator and Fiscal Agent. (a) On each Distribution Date, the Trustee shall withdraw from the Distribution Account, out of general collections on the Mortgage Loan and any REO Property on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all earned but unpaid Trustee's Fees earned in respect of the Mortgage Loan Loans and any REO Mortgage Loans through the end of the then most recently ended calendar month month, as compensation for all services rendered by the Trustee, respectively, Trustee in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. The As to each Mortgage Loan and REO Mortgage Loan, the Trustee's Fee shall accrue during each calendar month (month, commencing with December 2001) June 1998, at the Trustee's Fee Rate on a principal amount equal to the Stated Principal Balance of the such Mortgage Loan at or REO Mortgage Loan immediately following the beginning Distribution Date in such calendar month (or, in the case of June 1998, on a principal amount equal to the Cut-off Date Balance of the related Collection Periodparticular Mortgage Loan), whether or not interest is actually collected on each Mortgage Loan and REO Mortgage Loan. The Trustee's With respect to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee shall be calculated accrue from time to time on an Actual/360 Basisthe basis of a 360-day year consisting of twelve 30-day months. The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole compensation of the Trustee for such services to be rendered by it. (b) The Trustee and any affiliate, director, officer, employee or agent of the Tax Administrator and any of their respective directors, officers, employees or agents are Trustee shall be entitled to be indemnified and held harmless out of Trust Fund for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates, the Mortgage Loan Loans (unless, in the case of the Trustee, unless it incurs any such expense or liability in the capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) or any act or omission of the Trustee or the Tax Administrator relating to the exercise and performance of any of the rights powers and duties of the Trustee hereunder, if (but only if) such loss, liability, claim or expense constitutes an "unanticipated expense" within the Tax Administrator hereundermeaning of Treasury regulation Section 1.860G-1(b)(3)(ii); provided, however, that none of neither the Trustee or the Tax -------- ------- Administrator or nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overheadoverhead of the Trustee, --------------- such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that could reasonably be expected to be incurred by the Trustee or the Tax Administrator in connection with the performance of its normal duties, (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (43) any loss, liability, claim or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective its representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, the Trustee's or the Tax Administrator's obligations and duties hereunder. (c) Each of the Servicer and the Special Servicer shall indemnify the Trustee, the Tax Administrator any Fiscal Agent and the Fiscal Agent REMIC Administrator for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Servicer's or the Special Servicer's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement, including the negligent use by the Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereofhereof and the Mortgage Loans serviced by the Servicer or the Special Servicer, as the case may be; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b), or the any Fiscal Agent has been reimbursed for such loss, liability, claim ------- or expense pursuant to Section 8.13, or the REMIC Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such Person ------------ provided for in this Section 8.05(c) with respect to such loss, liability, claim --------------- or expense shall be for the benefit of the Trust. (d) Each of the Trustee, the Tax Administrator any Fiscal Agent and the Fiscal Agent REMIC Administrator shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Trustee's, the Tax Administrator's or such Fiscal Agent's or the REMIC Administrator's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person provided for in this Section 8.05(d) with respect to such loss, --------------- liability, claim or expense shall be for the benefit of the Trust. (e) This Section 8.05 shall survive the termination of this Agreement or ------------ the resignation or removal of the Trustee, the Tax Administrator, the any Fiscal Agent, the REMIC Administrator, the Servicer or and the Special Servicer as regards rights and obligations prior to such termination, resignation or removal.

Fees and Expenses of Trustee. and the Tax Certificate Administrator; Indemnification of and by Trustee, the Tax Administrator Trustee and Fiscal AgentCertificate Administrator. (a) On each Distribution Date, the Trustee Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loan and any REO Property funds on deposit thereinin the Distribution Account as provided in Section 3.05(b), prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself and the Trustee all Trustee's earned but unpaid Trust Administration Fees earned in respect of for such Distribution Date and, to the Mortgage Loan through the end of the then most recently ended calendar month extent not previously paid, for all prior Distribution Dates, as compensation for all services rendered by the Trustee, respectively, Trustee and the Certificate Administrator in the execution of the trusts hereby created and in the exercise and performance of any of the respective powers and duties of the Trustee and the Certificate Administrator hereunder. The Trustee's Except as contemplated by Section 3.06, the Trust Administration Fee shall accrue during each calendar month (commencing with December 2001) at the Trustee's Fee Rate on a principal amount equal to the Stated Principal Balance of the Mortgage Loan at the beginning of the related Collection Period. The Trustee's Fee shall be calculated on an Actual/360 Basis. The Trustee's Fees (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's and the Certificate Administrator's sole compensation of the Trustee for such services to be rendered by it. (b) The Trustee (whether in its individual capacity or its capacity as Trustee) and the Tax Certificate Administrator (whether in its individual capacity or its capacity as Certificate Administrator, as the case may be) and any director, officer, employee, affiliate, agent or "control" person within the meaning of their respective directorsthe Securities Act of 1933, officersas amended, employees of the Trustee or agents are the Certificate Administrator shall be entitled to be indemnified for and held harmless by the Trust Fund out of the Collection Accounts (and, to the extent that any Serviced Loan Combination and/or any related REO Property is affected, by the Trust Fund for and and/or the related Non-Trust Loan Holder(s) out of the related Loan Combination Custodial Account) against any loss, liability, claim liability or reasonable "out of pocket" expense (including including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, with this Agreement, the Certificates, Mortgage Loans or the Mortgage Loan (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor Servicer or Special Servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer or Special Servicer, as the case may be) Certificates or any act of either Master Servicer or omission the Special Servicer taken on behalf of the Trustee or the Tax Certificate Administrator relating to as provided for herein, provided that such expense constitutes an "unanticipated expense" within the exercise meaning of Treasury Regulations Section 1.860G 1(b)(3)(ii); and performance of any of the rights and duties of the Trustee or the Tax Administrator hereunder; provided, howeverfurther, that none of the Trustee or Trustee, the Tax -------- ------- Certificate Administrator or any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead, --------------- such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that could reasonably be expected to be incurred by the Trustee or the Tax Administrator in connection with the performance of its normal duties, (3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or hereof, (42) any loss, liability, claim liability or expense incurred by reason of any breach on the part of the Trustee or the Tax Administrator of any of their respective representations, warranties or covenants contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, of the Trustee's or the Tax Certificate Administrator's obligations and duties hereunder. (c) Each of the Servicer and the Special Servicer shall indemnify the Trustee, the Tax Administrator and the Fiscal Agent for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Servicer's or the Special Servicer's, as the case may be, material breaches obligations and duties hereunder, or by reason of its representations negligent disregard of such obligations and warranties made in Article II hereof duties, or negligent acts as may arise from a breach of any representation, warranty or omissions in connection with this Agreement, including covenant of the negligent use by the Servicer Trustee or the Special ServicerCertificate Administrator, as the case may be, of any powers of attorney delivered to it by the Trustee pursuant to the provisions hereof; provided, however, that, if the Trustee or the Tax Administrator has been -------- ------- reimbursed for such loss, liability, claim or expense pursuant to Section ------- 8.05(b)made herein, or the Fiscal Agent has been reimbursed for such loss, liability, claim ------- or expense pursuant to Section 8.13, then the indemnity in favor of such Person ------------ provided for in this Section 8.05(c(3) with respect to such loss, liability, claim --------------- or expense shall be for the benefit of the Trust. (d) Each of the Trustee, the Tax Administrator and the Fiscal Agent shall indemnify the Servicer and the Special Servicer for and hold each of them harmless against any loss, liability, claim liability or expense that constitutes an Advance (the reimbursement of which is a result separately addressed herein) or allocable overhead. The provisions of the Trustee's, the Tax Administrator's or such Fiscal Agent's, as the case may be, material breaches of its representations and warranties made in Article II hereof or negligent acts or omissions in connection with this Agreement; provided, however, that if the -------- ------- Servicer or the Special Servicer has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03, then the indemnity in favor of such ------------ Person provided for in this Section 8.05(d8.05(b) with respect to such loss, --------------- liability, claim or expense shall be for the benefit of the Trust. (e) This Section 8.05 shall survive the termination of this Agreement or ------------ the any resignation or removal of the Trustee, the Tax Administrator, the Fiscal Agent, the Servicer or the Special Servicer as regards rights Trustee and obligations prior to such termination, resignation or removalappointment of a successor trustee.