Common use of Indenture Trustee Fees and Expenses Indemnification Clause in Contracts

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.01(b) hereof and Section 5.07 hereof; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defenseTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.01 and 5.07 hereof, and third, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Servicer, to the contraryextent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the Master Servicer shall not be liable for Notes, other than any loss, liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in the settlement of any claim performance by the Indenture Trustee entered into without the prior written consent of its duties hereunder or by reason of its failure to perform its obligations hereunder. The obligations of the Master Servicer. No Servicer and the Trust under this Section 6.16 shall survive termination of this Agreement shall affect the obligations created by this Section Trust and payment of the Master Servicer Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuing Entity or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the second sentence of Section 8.01(b) hereof and Section 5.07 hereof; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defenseTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.01 and 5.07 hereof, and third, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Servicer, to the contraryextent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the Master Servicer shall not be liable for Notes, other than any loss, liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in the settlement of any claim performance by the Indenture Trustee entered into without the prior written consent of its duties hereunder or by reason of its failure to perform its obligations hereunder. The obligations of the Master Servicer. No Servicer and the Issuing Entity under this Section 6.16 shall survive termination of this Agreement shall affect the obligations created by this Section Issuing Entity and payment of the Master Servicer Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuer or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the second sentence of Section 8.01(b) hereof and Section 5.07 hereof; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defenseTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.01 and 5.07 hereof, and third, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Servicer, to the contraryextent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the Master Servicer shall not be liable for Notes, other than any loss, liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in the settlement of any claim performance by the Indenture Trustee entered into without the prior written consent of its duties hereunder or by reason of its failure to perform its obligations hereunder. The obligations of the Master Servicer. No Servicer and the Issuer under this Section 6.16 shall survive termination of this Agreement shall affect the obligations created by this Section Issuer and payment of the Master Servicer Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.02 hereof and Section 5.07(a) hereof, second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (iiTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.02(xi) while maintaining control over its own defenseand 5.07(k) hereof, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrarythird, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney's fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defensebe indemnified by, first, the Indenture Trustee shall cooperate and consult fully with Trust Estate as a first-priority expense, in an amount not to exceed $125,000 in any calendar year, second, the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Trust Estate on any Payment Date after required payments to the contraryNotes and Note Insurer and, third, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration AgreementArticle VI.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney's fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defensebe indemnified by, first, the Indenture Trustee shall cooperate and consult fully with Trust Estate as a first-priority expense, in an amount not to exceed $125,000 in any calendar year, second, the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Trust Estate on any Payment Date after required payments to the contraryNotes and Note Insurer and, third, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration AgreementArticle VI.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defensebe indemnified by, first, the Indenture Trustee shall cooperate and consult fully with Trust Estate as a first-priority expense, in an amount not to exceed $125,000 in any calendar year, second, the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Trust Estate on any Payment Date after required payments to the contraryNotes and Note Insurer and, third, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The In the case of the collections on the Mortgage Loans in Group II, the Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection AccountAccount with respect to the Mortgage Loans in Group II, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders and, in the case of the Mortgage Loans assigned to Group I, the Enhancer pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Master Servicer covenants and agrees to pay, in accordance with Section 6.07 of the Indenture, from amounts on deposit in the Collection Account, to the Indenture Trustee and any co-trustee from time to time time, and the Indenture Trustee and any such co-trustee shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Dateto, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03reasonable compensation, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) 3.05 of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer and the Enhancer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.02 hereof and Section 5.07(a) hereof; provided, that the maximum amount of such cap may be increased with the prior consent of the Note Insurer; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (iiTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.02(xii) while maintaining control over its own defenseand 5.07(k) hereof, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrarythird, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.01(b) hereof and Section 5.07 hereof; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defenseTrustee’s claims for indemnification exceed $125,000 in any calendar year, the Indenture Trustee shall cooperate pursuant to Sections 8.01 and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary5.07 hereof, and third, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(aSections 3.05(a)(ii) and (xv) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(aSections 3.05(a)(ii) and (xv) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' ’ fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The In the case of the collections on the Mortgage Loans in Group II, the Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection AccountAccount with respect to the Mortgage Loans in Group II, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(x) and 3.05(b), as applicable, of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' ’ fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders and, in the case of the Mortgage Loans assigned to Group I, the Enhancer pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Master Servicer covenants and agrees to pay, in accordance with Section 6.07 of the Indenture, from amounts on deposit in the Collection Account, to the Indenture Trustee and any co-trustee from time to time time, and the Indenture Trustee and any such co-trustee shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Dateinvestment earnings, together with the net investment earnings of losses on amounts on deposit in the Trustee Collection Account as specified in Section 5.03for the two calendar days preceding the related Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(xiii) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a3.05(a)(xiii) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.035.03 plus the payment of the Trustee Fee on each Payment Date, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a3.05(a)(ii) and (ix) and Sections 3.05(b)(ii) and (xiii), as applicable, of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(aSections 3.05(a)(ii) and (ix) and 3.05(b)(ii) and (xiii), as applicable, of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' ’ fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders and, in the case of the Mortgage Loans assigned to Group I, the Enhancer pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trustee. The Indenture Trustee and any such co-trustee shall be entitled to payment or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement or the other Basic Documents, except any such expenses, disbursements or advances as may arise from the negligence, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trustee, arising out of or in connection with the performance of its duties under the Basic Documents (but not with respect to the performance of any of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the Indenture Trustee against any claim in connection with the exercise or performance of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein to the contrary, the Master Servicer shall not be liable for the settlement of any claim by the Indenture Trustee entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligations created by this Section of the Master Servicer to indemnify the Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided pursuant to this paragraph shall not pertain to any loss, liability or expense of the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with (i) any actions taken by the Indenture Trustee at the direction of the Securityholders and the Enhancer pursuant to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or (ii) any actions taken by the Indenture Trustee in its capacity as administrator under the Administration Agreement.

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney's fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Sale and Servicing Agreement or any other documents or agreements relating to the Trust or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given the Master Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defensebe indemnified by, first, the Indenture Trustee shall cooperate and consult fully with Trust Estate as a first-priority expense, in an amount not to exceed $125,000 in any calendar year, second, the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Trust Estate on any Payment Date after required payments to the contraryNotes and Note Insurer and, third, the Master Servicer shall not be liable Servicer, to the extent that the Indenture Trustee's claims for indemnification exceed $125,000 in any calendar year, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the settlement Notes, other than any loss, liability, cost or expense incurred by reason of any claim willful misfeasance, bad faith or negligence in the performance by the Indenture Trustee entered into without the prior written consent of the Master Servicerits duties hereunder or by reason of its failure to perform its obligations hereunder. No termination of this Agreement shall affect the The obligations created by this Section of the Master Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with 's economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreement.certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture. 44

Indenture Trustee Fees and Expenses Indemnification. (a) After the Closing Date, the The Indenture Trustee and any co-trustee from time to time shall be entitled to compensation in an amount equal to receive the Indenture Trustee Fee payable to it on each Payment Date, together with the net investment earnings on amounts on deposit in the Trustee Collection Account Date as specified in Section 5.03, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, for all services rendered by each of them in the execution of the trusts created under the Indenture and in the exercise and performance of any of the powers and duties under the Indenture of the Indenture Trustee and any such co-trusteeprovided herein. The Indenture Trustee and any such co-trustee also shall be entitled to (i) payment of or reimbursement in accordance with Section 6.07 of the Indenture from amounts on deposit in the Collection Account, upon request therefrom for all reasonable expenses, expenses and disbursements and advances incurred or made by the Indenture Trustee or any such co-trustee, respectively, in accordance with any of the provisions of this Agreement Indenture or the other Basic DocumentsSale and Servicing Agreement (including, except any such but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), and (ii) indemnification against losses, liability costs and expenses, disbursements or advances as may arise from the negligenceincluding reasonable attorney’s fees, willful misfeasance or bad faith of the Indenture Trustee or such co-trustee, as the case may be. The Indenture Trustee shall be entitled to be reimbursed by the Master Servicer (or, if the Master Servicer is unable to fulfill such obligation, in accordance with Section 3.05(a) of the Indenture) for all costs associated with the transfer of servicing from the Master Servicer to the Indenture Trustee, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. If the Indenture Trustee or an Affiliate thereof becomes the successor Master Servicer, any custody fees and expenses shall also be paid pursuant to Section 3.05(a) of the Indenture. (b) The Indenture Trustee shall be indemnified and held harmless by the Master Servicer for any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Indenture Trusteeincurred, arising out of or in connection with this Indenture, the Notes, the Certificates, the Sale and Servicing Agreement or any other documents or agreements relating to the Issuing Entity or the Notes, other than any loss, liability, cost or expense incurred solely by reason of willful malfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties under the Basic Documents (but not with respect to the performance of any or by reason of its duties under the Administration Agreement), including the costs and expenses (including reasonable attorneys' fees and expenses) of defending the failure to perform its obligations hereunder. The Indenture Trustee against and any claim in connection with the exercise director, officer, employee or performance agent of any of its powers or duties under any Basic Document; provided, that: (i) with respect to any such claim, the Indenture Trustee shall have given be indemnified by, first, the Master Servicer written notice thereof promptly after Trust Estate, in an amount not to exceed $125,000 in any calendar year as a first-priority expense pursuant to the first sentence of Section 8.02 hereof and Section 5.07(a) hereof; provided, that the maximum amount of such cap may be increased with the prior consent of the Note Insurer; second, the Trust Estate on any Payment Date, to the extent that the Indenture Trustee shall have actual knowledge thereof; (iiTrustee’s claims for indemnification exceed $125,000 in any calendar year, pursuant to Sections 8.02(xii) while maintaining control over its own defenseand 5.07(l) hereof, and third, the Indenture Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything herein Servicer, to the contraryextent that the Indenture Trustee’s claims for indemnification exceed $125,000 in any calendar year and there are no funds available at priority second above available for such purpose, and held harmless against any loss, liability costs or reasonable expense incurred in connection with this Indenture or the Master Servicer shall not be liable for Notes, other than any loss, liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in the settlement of any claim performance by the Indenture Trustee entered into without the prior written consent of its duties hereunder or by reason of its failure to perform its obligations hereunder. The obligations of the Master Servicer. No Servicer and the Issuing Entity under this Section 6.16 shall survive termination of this Agreement shall affect the obligations created by this Section Issuing Entity and payment of the Master Servicer Notes, and shall extend to indemnify the any co-Indenture Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided or separate-Indenture Trustee appointed pursuant to this paragraph shall not pertain Article VI. The Indenture Trustee or its Affiliates are permitted to any loss, liability or expense of receive additional compensation that could be deemed to be in the Indenture Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with ’s economic self-interest for (i) any actions taken by the Indenture Trustee at the direction of the Securityholders pursuant serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to the terms of the Basic Documents unless consented to by the Master Servicer (whose consent shall not be unreasonably withheld) or certain Permitted Investments, (ii) any actions taken by the Indenture Trustee using Affiliates to effect transactions in its capacity as administrator under the Administration Agreementcertain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable pursuant to this Indenture.