Common use of Fees and Expenses of the Trustee, the Securities Administrator and Others Clause in Contracts

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, shall be paid the Trustee Fee by the Master Servicer on behalf of the Trust Fund. The Securities Administrator, as compensation for its activities hereunder, shall be entitled to retain any earnings on or investment income with respect to funds in the Distribution Account as provided in Section 3.8. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, also be entitled to reimbursement from the Distribution Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, shall be paid the Trustee Fee by the Master Servicer on behalf of the Trust FundTrust. The Securities Administrator, as ’s compensation for its activities hereunder, shall be entitled to retain any earnings on or investment income with respect to funds in paid by the Distribution Account as provided in Section 3.8Master Servicer. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall also be entitled to reimbursement from the Distribution Certificate Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 7.05 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, shall be paid the Trustee Fee by the Master Servicer on behalf of the Trust Fund. The Securities Administrator, as ’s compensation for its activities hereunder, shall be entitled to retain any earnings on or investment income with respect to funds in paid by the Distribution Account as provided in Section 3.8Master Servicer. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall also be entitled to reimbursement from the Distribution Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 7.05 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, shall be paid the Trustee Fee by the Master Servicer on behalf of the Trust FundTrust. The Securities Administrator, as ’s compensation for its activities hereunder, shall be entitled to retain any earnings on or investment income with respect to funds in paid by the Distribution Account as provided in Section 3.8Master Servicer. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall also be entitled to reimbursement from the Distribution Certificate Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such 217412 HomeBanc 2007-1 Pooling and Servicing Agreement expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, shall indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 7.05 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, shall be paid the Trustee Fee by the Master Servicer Securities Administrator on behalf of the Trust Fund. The Securities Administrator, as compensation for its activities hereunder, shall be entitled to retain any earnings on or investment income with respect to funds in the Distribution Account as provided in Section 3.8. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, also be entitled to reimbursement from the Distribution Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Fees and Expenses of the Trustee, the Securities Administrator and Others. The Trustee, as compensation for its activities hereunder, fees of the Trustee shall be paid as provided herein. The fees of the Trustee Fee by Securities Administrator and of the Custodian shall be paid in accordance with a side letter agreement with the Master Servicer on behalf and at the sole expense of the Trust FundMaster Servicer. The In addition, the Securities Administrator, as compensation for its activities hereunder, Administrator shall be entitled to retain any earnings on or investment income with respect to funds in the Distribution Account as provided in Section 3.8. The Trustee and the Securities Administrator shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, also be entitled to reimbursement from the Distribution Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee and/or the Securities Administrator in the routine administration of their respective duties in accordance with this Agreement and any such expenses, disbursements or advances arising from their respective negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, indemnify and hold harmless the Trustee, the Securities Administrator, the Custodian or the Paying Agent and any director, officer, employee or agent thereof against any loss, liability and expense, including reasonable attorney’s fees, incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee, the Securities Administrator, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Securities Administrator, the Custodian or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than, in each case, any loss, liability or expense incurred by the Trustee, the Securities Administrator, the Paying Agent or the Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of its duties under this Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence). The provisions of this Section 8.5 shall survive the resignation or removal of the Trustee, the Securities Administrator, the Custodian or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.