Common use of Reimbursement and Indemnification of the Owner Trustee Clause in Contracts

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross] negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross] gross negligence, (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled Subject to be Section 7.2(c) hereof, the Bank is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Bank or the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross negligence], (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative AgreementsAgreement, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: payable first, out of amounts on deposit in the Certificate Account; andsecond, secondout of amounts, if any, on deposit in the Cash Collateral Account; third, to the extent not paid pursuant to clause first or second within 60 days of first being incurred, by the Certificateholders, on a joint and several basis; and, fourth to the extent not paid pursuant to clause first, second or third within 60 days of first being incurred, by Delta Funding Corporation. (d) The Owner Trustee shall have a lien on the Trust Accounts for payment of amounts due under this Article VII.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' ’ fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b4.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's ’s own willful misconduct or [gross] gross negligence, (ii) the inaccuracy of any of the Owner Trustee's ’s representations or warranties contained in Section 6.2 5.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's ’s failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a4.3(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative AgreementsTrust Documents, and (v) the Owner Trustee's ’s failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee Bank shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including agent, legal and consultants' ’ fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "“Liabilities"”) which may be imposed on, incurred by or asserted at any time against the Bank or the Owner Trustee in any way relating to or arising out of the related Sub-Trust Estate, any of the properties included therein, the administration of the related Sub-Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreementsrelated Trust Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's ’s own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's ’s representations or warranties contained in Section 6.2 5.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's ’s failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a4.3(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative AgreementsTrust Document, and (v) the Owner Trustee's ’s failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b6.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 6.2 shall be payable: payable by the related Servicer first, (i) relating to the REIT Sub-Trust, out of amounts on deposit in the Certificate Accountcollection account(s) established pursuant to the REIT Servicing Agreement prior to payments on the REIT Certificates, and (ii) relating to the TRS Sub-Trust, out of amounts on deposit in the Blocked Account established pursuant to the Blocked Account Agreement and administered under the TRS Servicing Agreement prior to payments on the TRS Certificates; and, second, to the extent not paid pursuant to clause first within 60 sixty (60) days of first being incurred, by the Certificateholders, on a joint and several basis.basis as contemplated by Section 3.4 of this Agreement; and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by MortgageIT, Inc.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross] gross negligence, (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled Subject to be Section 7.2(c) hereof, the Bank is hereby indemnified and held harmless by the [Certificateholders] from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Bank or the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross negligence], (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative AgreementsAgreement, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: payable first, out of amounts on deposit in the Certificate Account; andsecond, secondout of amounts, if any, on deposit in the Cash Collateral Account; third, to the extent not paid pursuant to clause first or second within 60 days of first being incurred, by the Certificateholders, on a joint and several basis; and, fourth to the extent not paid pursuant to clause first, second or third within 60 days of first being incurred, by Delta Funding Corporation. (d) The Owner Trustee shall have a lien on the Trust Accounts for payment of amounts due under this Article VII.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, hereunder and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b)hereunder, except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross] gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any of the other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage receive and disburse moneys actually received by it in accordance with the terms hereof, or to appoint any Agent with respect to such responsibility. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage receive and disburse moneys actually received by it in accordance with the terms hereof, or to appoint any Agent with respect to such responsibilities. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in as an Additional Expense pursuant to the Certificate AccountIndenture; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basisDepositor.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed from the Collection Account for its reasonable expenses (including reasonable attorneys' feesfees on an hourly basis) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross] gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including reasonable legal and consultants' fees determined at an hourly rate based solely upon time actually expended, and expenses) of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis.terms

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross] gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross] gross negligence, (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled Subject to be Section 7.2(c) hereof, the Bank is hereby indemnified and held harmless by the Depositor from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Bank or the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross negligence], (ii) the inaccuracy of any of the Owner TrusteeBank's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative AgreementsAgreement, and (viv) the Owner Trustee's failure to use due reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payablepayable solely: first, out of amounts on deposit in the Certificate Account; andAccount prior to any payments on the Owner Trust Certificate, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis, and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by the Depositor.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), ) except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross] gross negligence, ; (ii) the inaccuracy of any of the Bank's or the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, 6.2; (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), ; (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Related Agreements, ; and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damagesdamages (including reasonable expenses reasonably incurred), claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) suits or judgments of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Related Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct misconduct, bad faith or [gross negligence], ; (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, 6.2; (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), ; (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Related Agreements, ; and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis.

Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), except to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross] gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to be indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against the Owner Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Operative Agreements, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct or [gross negligence], (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner Trustee's failure to perform obligations expressly undertaken by it in this Deposit Trust Agreement in accordance with the standard of care set forth in Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Deposit Trust Agreement or any other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. The indemnities contained in this Section 7.2(b) shall survive the termination of this Deposit Trust Agreement and the removal or resignation of the Owner Trustee hereunder. (c) Any reimbursements and indemnities to the Owner Trustee pursuant to this Section 7.2 shall be payable: first, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by as provided in a separate letter agreement dated the Certificateholders, on a joint date hereof between the Owner Trustee and several basis.CRIIMI MAE Inc.