Common use of Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent Clause in Contracts

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its duties, the Trustee will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation 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 of the Trustee hereunder. The Trustee shall pay, at its own expense, the fees and expenses of the Fiscal Agent. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or the Fiscal Agent shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Fiscal Agent, as applicable, relating to the exercise and performance of any of the powers and duties of the Trustee or the Fiscal Agent, as applicable, hereunder; provided, however, that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, in the normal course of the Trustee's performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor thereto.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its duties, the Trustee will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation 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 of the Trustee hereunder. The Trustee shall pay, at its own expense, the fees and expenses of the Fiscal Agent. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or the Fiscal Agent shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Fiscal Agent, as applicable, relating to the exercise and performance of any of the powers and duties of the Trustee or the Fiscal Agent, as applicable, hereunder; provided, however, that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, in the normal course of the Trustee's performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii1.860G-l(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor thereto.this

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesrespective duties hereunder, the Trustee will be paid the Trustee Fee, equal to the Trustee's portion of one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee's respective portion of Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period a 360-day year consisting of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computedtwelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation 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 of the Trustee hereunder. The No Trustee Fee shall pay, at its own expense, be payable with respect to the fees and expenses of the Fiscal AgentCompanion Loans. (b) The Trustee, Trustee and the Fiscal Agent and any director, officer, employee or agent of the Trustee or and the Fiscal Agent Agent, respectively, shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account or Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicerservicer or successor Special Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Fiscal Agent, as applicablerespectively, relating to the exercise and performance of any of the powers and duties of the Trustee or the Fiscal Agent, as applicablerespectively, hereunder; provided, however, that neither none of the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicablerespectively, in the normal course of the Trustee's or the Fiscal Agent, respectively, performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's 's, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent Agent, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee and/or or the Fiscal Agent Agent, respectively, and appointment of a successor thereto.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesMonthly, the Trustee will shall be paid the Trustee Fee, equal entitled to one month's interest at withdraw the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of from the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As Distribution Account pursuant to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trustSection 3.05(b) shall constitute the Trustee's sole form of compensation 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 hereunderTrustee. The On or prior to the Distribution Date in each month, the Trustee shall pay, at its own expense, be entitled to withdraw and pay itself from amounts then on deposit in the fees and expenses of Distribution Account an amount equal to the Fiscal Agentthen unpaid Trustee Fees. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or the Fiscal Agent Agent, as applicable, shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or and the Fiscal Agent, as applicable, Agent relating to the exercise and performance of any of the powers and duties of the Trustee or and the Fiscal Agent, as applicable, Agent hereunder; provided, however, provided that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or 174 on behalf of the Trustee or the Fiscal Agent, as applicable, Agent in the normal course of the Trustee's and the Fiscal Agent's performing its their routine duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor theretotrustee or fiscal agent.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesMonthly, the Trustee will shall be paid the Trustee Fee, equal entitled to one month's interest at withdraw the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of from the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As Distribution Account pursuant to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trustSection 3.05(b) shall constitute the Trustee's sole form of compensation 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 hereunderTrustee. The On or prior to the Distribution Date in each month, the Trustee shall pay, at its own expense, be entitled to withdraw and pay itself from amounts then on deposit in the fees and expenses of Distribution Account an amount equal to the Fiscal Agentthen unpaid Trustee Fees. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or and the Fiscal Agent and any of its directors, officers, employees or agents shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission 165 of the Trustee or and the Fiscal Agent, as applicable, Agent relating to the exercise and performance of any of the powers and duties of the Trustee or and the Fiscal Agent, as applicable, Agent hereunder; provided, however, provided that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, Agent in the normal course of the Trustee's and the Fiscal Agent's performing its their routine duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor theretotrustee or fiscal agent.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesMonthly, the Trustee will shall be paid the Trustee Fee, equal entitled to one month's interest at withdraw the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of from the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As Certificate Distribution Account pursuant to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trustSection 3.05(b) shall constitute the Trustee's sole form of compensation 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. As to each Mortgage Loan, Companion Loan and REO Loan, the Trustee hereunderFee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the same basis and the same principal amount respecting which any related interest payment due on such Mortgage Loan, Companion Loan or deemed to be due on such REO Loan is computed. The On or prior to the Distribution Date in each month, the Trustee shall pay, at its own expense, be entitled to 170 withdraw and pay itself from amounts then on deposit in the fees and expenses of Distribution Account an amount equal to the Fiscal Agentthen unpaid Trustee Fees. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or and the Fiscal Agent and any of its directors, officers, employees or agents shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier applicable Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or and the Fiscal Agent, as applicable, Agent relating to the exercise and performance of any of the powers and duties of the Trustee or and the Fiscal Agent, as applicable, Agent hereunder; provided, however, provided that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, Agent in the normal course of the Trustee's and the Fiscal Agent's performing its their routine duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor theretotrustee or fiscal agent.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesMonthly, the Trustee will shall be paid the Trustee Fee, equal entitled to one month's interest at withdraw the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of from the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As Distribution Account pursuant to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trustSection 3.05(b) shall constitute the Trustee's sole form of compensation 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 hereunderTrustee. The On or prior to the Distribution Date in each month, the Trustee shall pay, at its own expense, be entitled to withdraw and pay itself from amounts then on deposit in the fees and expenses of Distribution Account an amount equal to the Fiscal Agentthen unpaid Trustee Fees. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or and the Fiscal Agent and any of its directors, officers, employees or agents shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or and the Fiscal Agent, as applicable, Agent relating to the exercise and performance of any of the powers and duties of the Trustee or and the Fiscal Agent, as applicable, Agent hereunder; provided, however, provided that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, Agent in the normal course of the Trustee's and the Fiscal Agent's performing its their routine duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor theretotrustee or fiscal agent.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its dutiesMonthly, the Trustee will shall be paid the Trustee Fee, equal entitled to one month's interest at withdraw the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of from the Trustee (including in the Trustee's capacity as the initial Extension Adviser). The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As Distribution Account pursuant to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trustSection 3.05(b) shall constitute the Trustee's sole form of compensation 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 hereunderTrustee. The On or prior to the Distribution Date in each month, the 174 Trustee shall pay, at its own expense, be entitled to withdraw and pay itself from amounts then on deposit in the fees and expenses of Distribution Account an amount equal to the Fiscal Agentthen unpaid Trustee Fees. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or the Fiscal Agent Agent, as applicable, shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or and the Fiscal Agent, as applicable, Agent relating to the exercise and performance of any of the powers and duties of the Trustee or and the Fiscal Agent, as applicable, Agent hereunder; provided, however, provided that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, Agent in the normal course of the Trustee's and the Fiscal Agent's performing its their routine duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof hereof, or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor theretotrustee or fiscal agent.

Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent. (a) As compensation for the performance of its duties, the Trustee will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee [(including in the Trustee's capacity as the initial Extension Adviser)]. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and [a 360-day year consisting of twelve 30-day months] [for the same period of time which any interest payment due on such Mortgage Loan or deemed due on such REO Loan is computed]. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee's sole form of compensation 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 of the Trustee hereunder. The Trustee shall pay, at its own expense, the fees and expenses of the Fiscal Agent. (b) The Trustee, the Fiscal Agent and any director, officer, employee or agent of the Trustee or the Fiscal Agent shall be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account or Lower-Tier Distribution Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor servicerservicer or successor Special Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Fiscal Agent, as applicable, relating to the exercise and performance of any of the powers and duties of the Trustee or the Fiscal Agent, as applicable, hereunder; provided, however, that neither the Trustee, the Fiscal Agent nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Fiscal Agent, as applicable, in the normal course of the Trustee's performing its duties in accordance with any of the provisions hereof, which are not "unanticipated expenses of the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or the Fiscal Agent's obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b) shall survive the -152- termination of this Agreement and any resignation or removal of the Trustee and/or Fiscal Agent and appointment of a successor thereto.