Common use of Trustee's and Trust Administrator's Fees and Expenses Clause in Contracts

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI hereof. Each Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of any breach by such Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either Servicer to the Trustee or the Trust Administrator shall be from such Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay with respect to the Trustee calendar month that immediately preceded the related portion month of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesDistribution Date. Each The annual fees of the Trustee hereunder and of the Custodian shall be paid in accordance with a side letter agreement with the Trust Administrator and at the sole expense of the Trust Administrator. The Trustee, the Trust Administrator or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicableany of them, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, expenses and disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, 's performance in accordance with the provisions of this Agreement) incurred by the Trustee or by the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action Administrator arising out of or in connection with the acceptance or administration of its the obligations and duties of the Trustee or the Trust Administrator under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Servicer's (or the Master Servicer's obligations and in duties under the case of the Trustee, the Trust Administrator's Servicing Agreement or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of as applicable, for which the Trustee or the Trust Administrator, as applicable, pursuant to is indemnified under the Servicing Agreement or under Section 11.01(g) 6.04 of this Agreement, as applicable or (iiiii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee or of the Trust Administrator, as applicable, in the performance of its duties hereunder or by reason of the Trustee's or the Trust Administrator's , as applicable, reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trustee's or the Trust Administrator's 's, as applicable, obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee, the Trust Administrator or any director, officer, employee or agent of the Trustee and or the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of the indemnification provided by this Section 8.05(a), or pursuant to any breach other right of reimbursement from the Trust Fund that the Trustee, the Trust Administrator or any director, officer, employee or agent of the Trustee or the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn by such Servicer of its obligations in connection with this Agreementthe Trust Administrator for payment to the applicable indemnified Person from the Distribution Account at any time. Such The foregoing indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as . (b) The Depositor shall pay or cause to be paid any annual rating agency fees of the case may be. Any payment hereunder made by either Servicer to the Trustee or the Trust Administrator shall be Rating Agencies for ongoing surveillance from such Servicer's its own funds, funds without reimbursement from REMIC I thereforright of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself any income and gain realized from the related portion investment of funds deposited in the Administration Fee Distribution Account and pay to the Trustee the related its portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesincome and gain. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's obligations in connection with this Agreement for which the Master Servicer shall indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(b) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(a) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee shall indemnify the Trust Administrator pursuant to Section 10.03(c)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from Any Trust REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator has performed its obligation to indemnify the Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee has performed its obligation to indemnify the Trust Administrator pursuant to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administration Fee with respect to the calendar month that immediately preceded the month of such Distribution Date. As additional compensation for all services rendered by it in the execution of the Administration Fee trust hereby created and pay in the exercise and performance of any of the powers and duties of the Trust Administrator hereunder, the Trust Administrator shall be permitted to retain the income, payable to the Trustee the related portion Trust Administrator from time to time, from investment of the Administration Fee and, to the extent that or earnings on the funds therein are at anytime insufficient for such purposefrom time to time in the Distribution Account, the Master Servicer shall pay such feesas provided in Section 3.12. Each The annual fees of the Trustee hereunder and of the Custodian shall be paid in accordance with a side letter agreement with the Trust Administrator and at the sole expense 139 of the Trust Administrator. The Trustee, the Trust Administrator, the Custodian or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicableany of them, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, expenses and disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's, the Custodian's on its behalf or the Trust Administrator's, as the case may be, 's performance in accordance with the provisions of this Agreement) incurred by the Trustee Trustee, by the Custodian on its behalf or by the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action Administrator arising out of or in connection with the acceptance or administration of its the obligations and duties of the Trustee or the Trust Administrator under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Servicer's (or the Master Servicer's obligations and in the case of duties under this Agreement for which the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee Custodian or the Trust Administrator, as applicable, pursuant to is indemnified under Section 11.01(g9.05(b) or Section 9.05(c) or (iiiii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee, of the Custodian on its behalf or of the Trust Administrator, as applicable, in the performance of its duties hereunder or by reason of the Trustee's, the Custodian's on its behalf or the Trust Administrator's , as applicable, reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trustee's or the Trust Administrator's 's, as applicable, obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee and Trustee, the Custodian, the Trust Administrator or any director, officer, employee or agent of the Trustee, the Custodian or the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of the indemnification provided by this Section 9.05(a), or pursuant to any breach other right of reimbursement from the Trust Fund that the Trustee, the Custodian, the Trust Administrator or any director, officer, employee or agent of the Trustee, the Custodian or the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn by such Servicer of its obligations in connection with this Agreementthe Trust Administrator from the Distribution Account at any time. Such The foregoing indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either Servicer to the Trustee or the Trust Administrator shall be from such Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Servicer's obligations in connection with this Agreement for which the Servicer is obligated to indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator is obligated to indemnify the Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee is obligated to indemnify the Trust Administrator pursuant to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administration Fee. The fees of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer hereunder shall pay such fees. Each of be paid in accordance with a side letter agreement between the Trustee and the Trust Administrator and at the sole expense of the Trust Administrator. (b) The Trustee, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Servicer's obligations and duties under this Agreement (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementServicer shall indemnify pursuant to Section 8.05(d)), (ii) that constitutes a specific liability of the Trustee or for which the Trust Administrator, as applicable, Administrator shall indemnify pursuant to Section 11.01(g10.03, (iii) for the signing Tax Returns pursuant to Section 10.01(d) or (iiiiv) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of the Trustee's obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (b), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder or in its capacity as such, shall be paid to the Trustee by the Trust Administrator from funds on deposit in the case Distribution Account at any time. (c) The Trust Administrator, or any director, officer, employee or agent of the Trust Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trust Administrator including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trust Administrator's performance in accordance with the provisions of this Agreement) incurred by the Trust Administrator in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trust Administrator in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(d)), (ii) for which the Trustee shall indemnify pursuant to Section 10.03, (iii) for preparing and filing Tax Returns pursuant to Section 10.01(d) or (iv) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or as a result of a breach breach, or by reason of reckless disregard, of the Trust Administrator's obligations under Article XI hereofand duties hereunder. Each Any amounts payable to the Trust Administrator, or any director, officer, employee or agent of the Trust Administrator in respect of the indemnification provided by this paragraph (c), or pursuant to any other right of reimbursement from the Trust Fund that the Trust Administrator, or any director, officer, employee or agent of the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn from and paid to the Trust Administrator from funds on deposit in the Distribution Account at any time. (d) The Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each of them harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and or the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder pursuant to this Section 8.05(d) made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (e) [Reserved]. (f) The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee or the Trust Administrator.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the related portion Distribution Account. In addition, to such interest earnings, the compensation to be paid to the Trust Administrator in respect of its obligations under this Agreement will be the Administration Fee amounts paid by the Seller pursuant to a letter agreement between the Trust Administrator and pay the Seller. The principal compensation to be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of amounts paid by the Administration Fee and, Trust Administrator pursuant to a letter agreement between the extent that Trustee and the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesTrust Administrator. Each of the Trustee and the Trust Administrator and Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC 1 and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's actions or in the case of the Trust Administrator, the Trustee's) obligations omissions in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Any amounts payable to the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, in respect of the indemnification provided by this paragraph (a), or 117 pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator, from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Trust Administrator. As a limitation on the foregoing with respect to certain expenses of the Trustee and the Trust Administrator, each of the Trustee and the Trust Administrator shall receive from REMIC 1 amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). Neither the Trustee nor the Trust Administrator shall have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold each of the Trustee and the Trust Administrator harmless for any consequences to such Certificateholders resulting from any failure of the Trustee or the Trust Administrator to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Trust Administrator shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administration Fee. The fees of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer hereunder shall pay such fees. Each of be paid in accordance with a side letter agreement between the Trustee and the Trust Administrator and at the sole expense of the Trust Administrator. (b) The Trustee, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Servicer's obligations and duties under this Agreement (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementServicer shall indemnify pursuant to Section 8.05(d)), (ii) that constitutes a specific liability of the Trustee or for which the Trust Administrator, as applicable, Administrator shall indemnify pursuant to Section 11.01(g10.03, (iii) for the signing Tax Returns pursuant to Section 10.01(d) or for which the Trustee shall indemnify pursuant to Section 10.03 or (iiiiv) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of the Trustee's obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (b), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder or in its capacity as such, shall be paid to the Trustee by the Trust Administrator from funds on deposit in the case Distribution Account at any time. (c) The Trust Administrator, or any director, officer, employee or agent of the Trust Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trust Administrator including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trust Administrator's performance in accordance with the provisions of this Agreement) incurred by the Trust Administrator in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement (for which the Servicer shall indemnify pursuant to Section 8.05(d)), (ii) for which the Trustee shall indemnify pursuant to Section 10.03, (iii) for preparing and filing Tax Returns pursuant to Section 10.01(d) or for which the Trust Administrator shall indemnify pursuant to Section 10.03 or (iv) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or as a result of a breach breach, or by reason of reckless disregard, of the Trust Administrator's obligations under Article XI hereofand duties hereunder. Each Any amounts payable to the Trust Administrator, or any director, officer, employee or agent of the Trust Administrator in respect of the indemnification provided by this paragraph (c), or pursuant to any other right of reimbursement from the Trust Fund that the Trust Administrator, or any director, officer, employee or agent of the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn from and paid to the Trust Administrator from funds on deposit in the Distribution Account at any time. (d) The Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each of them harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and or the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder pursuant to this Section 8.05(d) made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (e) [Reserved]. (f) The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee or the Trust Administrator.

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this AgreementAgreement and the Cap Contract) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement or the Cap Contract, other than any loss, liability or expense (i) resulting from any breach of either Servicer's (and in for which the case of Trust Administrator or the Trustee, as applicable, is indemnified by the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementServicer, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and agrees to hold each the Trustee and the Trust Administrator harmless against, any loss, liability or expense arising from any third party claim in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime any time insufficient for such purpose, the Master Servicer Depositor shall pay such fees. Each of the Trustee and the Trust Administrator and Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, Administrator in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementMaster Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of its respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of its respective obligations under Article X hereof. Any amounts payable to the Trustee or the Trust Administrator's obligations under Article XI hereof. Each , or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify each of the Trustee and the Trust Administrator, Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall 146 survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or and the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee Trust Administrator (if the Trust Administrator is not the Master Servicer) the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer Depositor shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or any director, officer, employee or agent of the Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Trustee shall pay any annual rating agency fees of S&P for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and any income and gain realized from the investment of funds deposited in the Distribution Account and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesFee. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's obligations in connection with this Agreement for which the Master Servicer shall indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee shall indemnify the Trust Administrator pursuant to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay compensation to itself the related portion of the Administration Fee and pay be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, amounts paid by the Master Servicer pursuant to a letter agreement between the Trustee and the Master Servicer (which compensation shall pay such feesnot be limited by any provision of law in regard to the compensation of a trustee of an express trust). The compensation to be paid to the Trust Administrator in respect of its obligations under this Agreement will be the amounts paid by the Master Servicer pursuant to a letter agreement between the Trust Administrator and the Master Servicer. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or any director, officer, employee or agent of the Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesFee. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to Fee. To the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesfees (provided, however, that the Servicer shall be permitted to withdraw from the Collection Account at any time the amount of any such fee paid to the Trust Administrator by it). The Trust Administrator shall also be entitled to any income or gain on amounts on deposit in the Distribution Account from time to time as provided in Section 3.12(c). The Trust Administrator shall pay to the Trustee (from its own funds or from a portion of the Administration Fee that it has so withdrawn) such compensation as the Trust Administrator and the Trustee shall have agreed upon in a separate agreement between them. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Trust Administrator as provided below in this Section 8.05 or pursuant to Section 11.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator has performed its obligation to indemnify the Trustee pursuant to Section 11.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee has performed its obligation to indemnify the Trust Administrator pursuant to Section 11.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (b) The Trust Administrator shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related Administration Fee. The Trust Administrator shall also be entitled to any income or gain on amounts on deposit in the Distribution Account from time to time as provided in Section 3.12(c). The Trust Administrator shall pay to the Trustee (from its own funds or from a portion of the Administration Fee that it has so withdrawn) such compensation as the Trust Administrator and pay to the Trustee the related portion of the Administration Fee and, to shall have agreed upon in a separate agreement between them. To the extent that the funds therein in the Distribution Account are at anytime insufficient for such purposeto pay the Trust Administrator, the Master Servicer shall pay such feesfee (provided, however, that the Master Servicer shall be permitted to withdraw from the Collection Account at any time the amount of any such fee paid to the Trust Administrator by it). Each of the Trustee and the Trust Administrator and Administrator, or any director, officer, employee or agent of the Trustee or and the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, Administrator in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Master Servicer's (obligations and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with duties under this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trustee's or the Trust Administrator's 's, as the case may be, obligations under Article XI X hereof. Each Any amounts payable to the Trustee or the Trust Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as the case may be, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as the case may be, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, Administrator from, and hold each the Trustee harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. 124 (c) The Master Servicer shall pay any annual rating agency fees of Moody's and S&P for ongxxxx xxrveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) On the Closing Date, the Depositor shall pay to the Trust Administrator as specified in a separate agreement between the Depositor and the Trust Administrator. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administrator Fee for such Distribution Date and one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. The Group I Trust Administrator Fee shall be payable solely from the Group I Interest Remittance Amount and the Group II Trust Administrator Fee shall be payable solely from the Group II Interest Remittance Amount. The right to receive the Trust Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Administration Fee Trust Administrator's responsibilities and pay obligations under this Agreement. The principal compensation to be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of amounts paid by the Administration Fee and, Trust Administrator pursuant to a letter agreement between the extent that Trust Administrator and the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesTrustee. Each of the Trustee and the Trust Administrator Administrator, and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from in any breach of either Servicer's (and in way relating to the case failure of the Trustee, Master Servicer to perform the Trust Administrator's or duties and service the Mortgage Loans in compliance with the case terms of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder hereunder, or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee and or the Trust Administrator, fromas applicable, and hold each harmless againstor any director, any lossofficer, liability employee or expense arising in respect of any breach by such Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal agent of the Trustee or the Trust Administrator, as applicable, in respect of the case indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may behave hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. Any payment hereunder made by either Servicer Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Trust Administrator. As a limitation on the foregoing with respect to certain expenses of the Trustee or the Trust Administrator, each of the Trustee and the Trust Administrator shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). Neither the Trustee nor the Trust Administrator shall have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold each of the Trustee and the Trust Administrator harmless for any consequences to such Certificateholders resulting from any failure of the Trustee or the Trust Administrator shall be from to incur any such Servicer's own funds, without reimbursement from REMIC I thereforadditional expenses in excess of the aforementioned aggregate limit.

Trustee's and Trust Administrator's Fees and Expenses. (a) On the Closing Date, the Depositor shall pay to the Trust Administrator as specified in a separate agreement between the Depositor and the Trust Administrator. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administrator Fee for such Distribution Date and one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. The Group I Trust Administrator Fee shall be payable solely from the Group I Interest Remittance Amount and the Group II Trust Administrator Fee shall be payable solely from the Group II Interest Remittance Amount. The right to receive the Trust Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Administration Fee Trust Administrator's responsibilities and pay obligations under this Agreement. The principal compensation to be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of amounts paid by the Administration Fee and, Trust Administrator pursuant to a letter agreement between the extent that Trust Administrator and the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesTrustee. Each of the Trustee and the Trust Administrator Administrator, and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's actions or in the case of the Trust Administrator, the Trustee's) obligations omissions in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder hereunder, or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Trust Administrator. As a limitation on the foregoing with respect to certain expenses of the Trustee or the Trust Administrator, each of the Trustee and the Trust AdministratorAdministrator shall receive from the Trust 197 Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). Neither the Trustee nor the Trust Administrator shall have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold each of the Trustee and the Trust Administrator harmless for any consequences to such Certificateholders resulting from any failure of the Trustee or the Trust Administrator to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify, the Trustee and the Trust Administrator from, and hold each of them harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder under this Section 8.05(b) made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime any time insufficient for such purpose, the Master Servicer Depositor shall pay such fees. Each of the Trustee and the Trust Administrator and Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, Administrator in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementMaster Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of its respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of its respective obligations under Article X hereof. Any amounts payable to the Trustee or the Trust Administrator's obligations under Article XI hereof. Each , or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, 141 as applicable, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify each of the Trustee and the Trust Administrator, Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or and the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself any income and gain realized from the related portion investment of funds deposited in the Administration Fee Distribution Account and pay to the Trustee the related its portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesincome and gain. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's obligations in connection with this Agreement for which the Master Servicer shall indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee shall indemnify the Trust Administrator pursuant to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related Administration Fee and any income and gain realized from the investment of funds deposited in the Distribution Account. In addition, from such amounts withdrawn pursuant to the preceding sentence, the Trust Administrator shall pay the Trustee its portion of the Administration Fee and pay any income and gain realized from the investment of funds deposited in the Distribution Account and the Custodian an amount equal to the Trustee the related portion of the Administration Custodian Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesDistribution Date. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Servicer's obligations in connection with this Agreement for which the Servicer shall indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(b) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(a) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee shall indemnify the Trust Administrator pursuant to Section 10.03(c)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from Any Trust REMIC I therefor. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 23 of the Custodial Agreement. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either Servicer's (and in for which the case of Trust Administrator or the Trustee, as applicable, is indemnified by the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementServicer, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each the Trustee harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's and Trust Administrator's Fees and Expenses. The (a) On each Distribution Date reinvestment earnings on funds on deposit in the Distribution Account, which have been earned during the period commencing on the related Master Servicer Remittance Date and ending on such Distribution Date, shall be paid to the Trust Administrator, as compensation for its duties and obligations under this Agreement (and the Trust Administrator shall pay a portion of such amount as compensation to the Trustee) and the Trust Administrator shall withdraw from the Distribution Account on each Distribution Date (but not from such reinvestment earnings) amounts required to pay the Custodian the Custodian Fee or to reimburse the Custodian for expenses, costs and pay liabilities incurred or reimbursable to itself it, as such Custodian Fee and expenses (listed separately) are set forth in writing by the Custodian to the Trust Administrator by the related portion of the Administration Fee and pay Determination Date pursuant to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesCustodial Agreement. Each of the The Trustee and the Trust Administrator and Administrator, as applicable, or any director, officer, employee or agent of the Trustee or and the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or and the Trust Administrator, as applicable, (including the compensation and the expenses and disbursements of its agents and counsel, ) in the ordinary course of the Trustee's or and the Trust Administrator's's performance, as the case may beapplicable, performance in accordance with the provisions of this Agreement) incurred by the Trustee or and the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementMaster Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee or the and The Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's its obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee and the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee and the Trust Administrator, or any director, officer, employee or agent of the Trustee and the Trust Administrator, as applicable may have hereunder in its capacity as such, may be withdrawn by the Trustee and the Trust Administrator, as applicable from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify each of the Trustee and the Trust Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or and the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Seller shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the related portion Distribution Account. In addition to such interest earnings, the compensation to be paid to the Trust Administrator in respect of its obligations under this Agreement will be the Administration Fee amounts paid by the Seller pursuant to a letter agreement between the Trust Administrator and pay the Seller. The principal compensation to be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of amounts paid by the Administration Fee and, Trust Administrator pursuant to a letter agreement between the extent that Trust Administrator and the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesTrustee. Each of the Trustee and the Trust Administrator Administrator, and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's actions or in the case of the Trust Administrator, the Trustee's) obligations omissions in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder hereunder, or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Trust Administrator. As a limitation on the foregoing with respect to certain expenses of the Trustee or the Trust Administrator, each of the Trustee and the Trust AdministratorAdministrator shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). Neither the Trustee nor the Trust Administrator shall have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold each of the Trustee and the Trust Administrator harmless for any consequences to such Certificateholders resulting from any failure of the Trustee or the Trust Administrator to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify, the Trustee and the Trust Administrator from, and hold each of them harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder under this Section 8.05(b) made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion Trust Administration Fee with respect to the calendar month that immediately preceded the month of such Distribution Date. As additional compensation for all services rendered by it in the execution of the Administration Fee trust hereby created and pay in the exercise and performance of any of the powers and duties of the Trust Administrator hereunder, the Trust Administrator shall be permitted to retain the income, payable to the Trustee the related portion Trust Administrator from time to time, from investment of the Administration Fee and, to the extent that or earnings on the funds therein are at anytime insufficient for such purposefrom time to time in the Distribution Account, the Master Servicer shall pay such feesas provided in Section 3.12. Each The annual fees of the Trustee hereunder and of the Custodian shall be paid in accordance with a side letter agreement with the Trust Administrator and at the sole expense of the Trust Administrator. The Trustee, the Trust Administrator, the Custodian or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicableany of them, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, expenses and disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's, the Custodian's on its behalf or the Trust Administrator's, as the case may be, 's performance in accordance with the provisions of this Agreement) incurred by the Trustee Trustee, by the Custodian on its behalf or by the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action Administrator arising out of or in connection with the acceptance or administration of its the obligations and duties of the Trustee or the Trust Administrator under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Servicer's (or the Master Servicer's obligations and in the case of duties under this Agreement for which the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee Custodian or the Trust Administrator, as applicable, pursuant to is indemnified under Section 11.01(g9.05(b) or Section 9.05(c) or (iiiii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee, of the Custodian on its behalf or of the Trust Administrator, as applicable, in the performance of its duties hereunder or by reason of the Trustee's, the Custodian's on its behalf or the Trust Administrator's , as applicable, reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trustee's or the Trust Administrator's 's, as applicable, obligations under Article XI X hereof. Each Any amounts payable to the Trustee, the Custodian, the Trust Administrator or any director, officer, employee or agent of the Trustee, the Custodian or the Trust Administrator, in respect of the indemnification provided by this Section 9.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, the Custodian, the Trust Administrator or any director, officer, employee or agent of the Trustee, the Custodian or the Trust Administrator, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee or the Trust Administrator. (b) The Servicer agrees to indemnify the Trustee and Trustee, the Trust AdministratorAdministrator or any director, officer, employee or agent of the Trustee or the Trust Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or Trustee, the Trust Administrator, as Administrator and the case may beServicer for actions prior to such resignation or removal. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Master Servicer agrees to indemnify the Trustee, the Trust Administrator or any director, officer, employee or agent of the Trustee or the Trust Administrator from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement, to the extent the Master Servicer is not excluded from such liability pursuant to Section 7.03. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee, the Trust Administrator and the Master Servicer for actions prior to such resignation or removal. Any payment hereunder made by the Master Servicer to the Trustee or the Trust Administrator shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the related portion Distribution Account. In addition to such interest earnings, the compensation to be paid to the Trust Administrator in respect of its obligations under this Agreement will be the Administration Fee amounts paid by the Seller pursuant to a letter agreement between the Trust Administrator and pay the Seller. The principal compensation to be paid to the Trustee in respect of its obligations under this Agreement will be the related portion of amounts paid by the Administration Fee and, Trust Administrator pursuant to a letter agreement between the extent that Trust Administrator and the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such feesTrustee. Each of the Trustee and the Trust Administrator Administrator, and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or the Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's actions or in the case of the Trust Administrator, the Trustee's) obligations omissions in connection with this AgreementAgreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder hereunder, or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each Servicer agrees Any amounts payable to indemnify the Trustee and or the Trust Administrator, fromas applicable, and hold each harmless againstor any director, any lossofficer, liability employee or expense arising in respect of any breach by such Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal agent of the Trustee or the Trust Administrator, as applicable, in respect of the case indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, as applicable, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may behave hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. Any payment hereunder made by either Servicer Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Trust Administrator. As a limitation on the foregoing with respect to certain expenses of the Trustee or the Trust Administrator, each of the Trustee and the Trust Administrator shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). Neither the Trustee nor the Trust Administrator shall have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold each of the Trustee and the Trust Administrator harmless for any consequences to such Certificateholders resulting from any failure of the Trustee or the Trust Administrator shall be from to incur any such Servicer's own funds, without reimbursement from REMIC I thereforadditional expenses in excess of the aforementioned aggregate limit.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime any time insufficient for such purpose, the Master Servicer Depositor shall pay such fees. Each of the Trustee and the Trust Administrator and Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, Administrator in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any a breach of either the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (and in for which the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this AgreementMaster Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(c) or (iii) any loss, liability or expense incurred by reason of its respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of its respective obligations under Article X hereof. Any amounts payable to the Trustee or the Trust Administrator's obligations under Article XI hereof. Each , or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or the Trust Administrator, or any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, may have hereunder in its capacity as such, may be withdrawn by the Trust Administrator from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify each of the Trustee and the Trust Administrator, Administrator from, and hold each it harmless against, any loss, liability or expense arising in respect resulting from a breach of any breach by such Servicer of its the Master Servicer's obligations in connection with and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or and the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust 140 Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. (a) The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Trust Administrator pursuant to Section 10.03(c) (and in the case of the Trustee, resulting from any breach of the Trust Administrator's or obligations in connection with this Agreement for which the Trust Administrator has performed its obligation to indemnify the Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator, resulting from any breach of the Trustee's) 's obligations in connection with this AgreementAgreement for which the Trustee has performed its obligation to indemnify the Trust Administrator pursuant to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI X hereof. Each The Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each it harmless against, any loss, liability or expense arising in respect of any breach by such the Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Servicer to the Trustee or the Trust Administrator shall be from such the Servicer's own funds, without reimbursement from REMIC I I-A or REMIC I-B therefor. (b) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's and Trust Administrator's Fees and Expenses. The Trust Administrator shall withdraw from the Distribution Account on each Distribution Date and pay to itself the related portion of the Administration Fee and pay to the Trustee the related portion of the Administration Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. Each of the Trustee and the Trust Administrator and any director, officer, employee or agent of the Trustee or the Trust Administrator, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee or the Trust Administrator, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's or Trust Administrator's, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee or the Trust Administrator, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from any breach of either the Master Servicer's (and in the case of the Trustee, the Trust Administrator's or in the case of the Trust Administrator, the Trustee's) obligations in connection with this Agreement, (ii) that constitutes a specific liability of the Trustee or the Trust Administrator, as applicable, pursuant to Section 11.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or in the case of the Trust Administrator, as a result of a breach of the Trust Administrator's obligations under Article XI hereof. Each The Master Servicer agrees to indemnify the Trustee and the Trust Administrator, from, and hold each harmless against, any loss, liability or expense arising in respect of any breach by such the Master Servicer of its obligations in connection with this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee or the Trust Administrator, as the case may be. Any payment hereunder made by either the Master Servicer to the Trustee or the Trust Administrator shall be from such the Master Servicer's own funds, without reimbursement from REMIC I therefor.