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

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities prior to making the distributions pursuant to Section 4.2 hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any Private Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities prior to making the distributions pursuant to Section 4.2 hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's ’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct , bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any ERISA Restricted Certificate or the Residual Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The (a) In addition to the Trustee Fee, the Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date an amount equal prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Trustee Fee Certificate Account for such Distribution DateDate pursuant to Section 3.09(b). The Subject to the limitations set forth in Section 8.05(b), the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Custodial Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunderhereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerCertificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon subject to the limitation set forth in writing by the Depositor and the TrusteeSection 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and hereunder, (C) printing and engraving expenses in connection with preparing any Definitive CertificatesCertificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Trustee or Paying Agent hereunder or for any other expenses. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. (a) The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee and, to the extent that the funds therein are at any time insufficient for such Distribution Datepurpose, the Depositor shall pay such fees. The Trustee and Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability or expense (not including reasonable attorneyexpenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's fees) (iperformance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of any of the Trustee's its obligations and duties hereunderunder this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of any of the Trustee's its duties hereunder or incurred by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any action director, officer, employee or agent of the Trustee taken at the direction in respect of the Certificateholders 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 from, and (ii) hold it harmless against, any loss, liability or expense resulting from any error in any tax or information return prepared by a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, Any payment hereunder made by the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for any routine ongoing expenses incurred by the Trustee in the ordinary course surveillance from its own funds without right of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesreimbursement.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, Certificates and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any Private Certificate or Residual Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and expenses for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (ii) resulting from any error in any tax or information return prepared by the Master ServicerServicer and (iii) incurred in connection with Section 2.01(d) hereof. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect toto the following: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct , bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: to (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with a Servicing Agreement for which that Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any breach of the Responsible Party's obligations in connection with any Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from any breach of the Master Servicer's obligations hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement, or (iv) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to Master Servicer as separately agreed with the Trustee Fee for such Distribution DateMaster Servicer. The Trustee and any director, officer, employee employee, agent or agent “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's ’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement (b) the Certificates Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder, (ii) incurred in connection with the performance of any of the Trustee's ’s duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder hereunder, or in the exercise (or failure to exercise) any of the Trustee’s rights hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and Certificateholders, or (iiiv) resulting from any error in any tax or information return prepared by the Master Servicer, provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse which would not be an “unanticipated expense” within the Trusteemeaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer engineer, appraiser or appraiser other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee The Trust shall not be entitled fulfill its obligations under this paragraph from amounts on deposit from time to payment or reimbursement for any routine ongoing expenses incurred by the Trustee time in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesDistribution Account.

Trustee's Fees and Expenses. The Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to section 8.10), as compensation for its activities hereunderand of any Certificate Registrar, shall be entitled Mortgage Document Custodian, Depository, Paying Agent, Authenticating Agent appointed pursuant to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee section 8.12, and any director, officer, employee or agent of the Trustee shall appointed pursuant to section 8.2(g), will be indemnified paid by the Master Servicer and held harmless against CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank, N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage will also pay any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection expenses associated with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderand the appointment of a successor Trustee. Without limiting In consideration of paying the foregoingamounts payable pursuant to this section 8.5, CitiMortgage may retain any trustee fee that may be payable on the Master Servicer covenants third-party mortgage loans. The Trustee (and agrees, except as otherwise agreed upon any such co-Trustee) will be entitled to reasonable compensation (which will not be limited by any provision of law with respect to the compensation of a trustee of an express trust) for all services rendered by them in writing by the Depositor execution of the trust or trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and except for any such expenseupon notice to CitiMortgage, disbursement the Trustee will be paid or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, reimbursed by CitiMortgage for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: agreement (A) including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not associated with regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the closing responsibility of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the certificate holders hereunder. The Trustee, each Certificate Registrar, each Note Custodian, each Mortgage Document Custodian, each Depository, each Paying Agent, each Authenticating Agent and any agent appointed pursuant to the extent that the Trustee must engage such persons section 8.2 are entitled to perform acts indemnification from CitiMortgage, as servicer or services hereunder master servicer, and (C) printing and engraving expenses will be held harmless against any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with preparing the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any Definitive Certificatesclaim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Except Such indemnification will survive the payment of the certificates and termination of the Trust Fund, as otherwise provided hereinwell as the resignation or removal of CitiMortgage as servicer (if such action which caused the need for the indemnification occurred while CitiMortgage acted as servicer), and for purposes of such indemnification neither the negligence nor bad faith of any of the entities enumerated in the preceding sentence, nor of any Note Custodian or Mortgage Document Custodian, will be imputed to, or adversely affect, the Trustee shall not right of any other entity enumerated in the preceding sentence to be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesindemnification.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's ’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The (a) In addition to the Trustee Fee, the Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date an amount equal prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Trustee Fee Certificate Account for such Distribution DateDate pursuant to Section 3.09(b). The Subject to the limitations set forth in Section 8.05(b), the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this AgreementAgreement or the Custodial Agreements, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunderhereunder or under the Custodial Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerCertificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon subject to the limitation set forth in writing by the Depositor and the TrusteeSection 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and hereunder, (C) printing and engraving expenses in connection with preparing any Definitive CertificatesCertificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Trustee or Paying Agent hereunder or for any other expenses. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's ’s fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's ’s negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, Certificates and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's ’s fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's ’s negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. (a) The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee and, to the extent that the funds therein are at any time insufficient for such Distribution Datepurpose, the Depositor shall pay such fees. The Trustee and Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability or expense (not including reasonable attorneyexpenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel) in the ordinary course of the Trustee's fees) (iperformance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of its obligations and duties under this Agreement (up to a limit of $600,000 per calendar year so long as any of notes issued pursuant to the Trustee's duties hereunderIndenture are insured by a NIMS Insurer), other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of any of the Trustee's its duties hereunder or incurred by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any action director, officer, employee or agent of the Trustee taken at the direction in respect of the Certificateholders 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 from, and (ii) hold it harmless against, any loss, liability or expense resulting from any error in any tax or information return prepared by a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, Any payment hereunder made by the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for any routine ongoing expenses incurred by the Trustee in the ordinary course surveillance from its own funds without right of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesreimbursement.

Trustee's Fees and Expenses. The (a) In addition to the Trustee Fee, the Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date an amount equal prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Trustee Fee Certificate Account for such Distribution DateDate pursuant to Section 3.09(b). The Subject to the limitations set forth in Section 8.05(b), the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this AgreementAgreement or the Custodial Agreements, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's ’s duties hereunderhereunder (including, without limitation, website posting of statements, reports or other information as required under this Agreement) or under the Custodial Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerCertificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon subject to the limitation set forth in writing by the Depositor and the TrusteeSection 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and hereunder, (C) printing and engraving expenses in connection with preparing any Definitive CertificatesCertificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Trustee or Paying Agent hereunder or for any other expenses. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (Ai) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (Bii) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. (a) The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee and, to the extent that the funds therein are at any time insufficient for such Distribution Datepurpose, the Depositor shall pay such fees. The Trustee and Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability or expense (not including reasonable attorneyexpenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's fees) (iperformance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of its obligations and duties under this Agreement (up to a limit of $600,000 per calendar year so long as any of notes issued pursuant to the Trustee's duties hereunderIndenture are insured by a NIMS Insurer), other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of any of the Trustee's its duties hereunder or incurred by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any action director, officer, employee or agent of the Trustee taken at the direction in respect of the Certificateholders 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 from, and (ii) hold it harmless against, any loss, liability or expense resulting from any error in any tax or information return prepared by a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, Any payment hereunder made by the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for any routine ongoing expenses incurred by the Trustee in the ordinary course surveillance from its own funds without right of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesreimbursement.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's ’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master Servicerrelated Servicer and (c) arising out of the transfer of any Private Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to section 8.10), as compensation for its activities hereunderand of any Certificate Registrar, shall be entitled Mortgage Note Custodian, Depository, Paying Agent, Authenticating Agent appointed pursuant to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee section 8.12, and any director, officer, employee or agent of the Trustee shall appointed pursuant to section 8.2(g), will be indemnified paid by the Master Servicer and held harmless against CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank, N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage will also pay any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection expenses associated with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderand the appointment of a successor Trustee. Without limiting In consideration of paying the foregoingamounts payable pursuant to this section 8.5, CitiMortgage may retain any trustee fee that may be payable on the Master Servicer covenants third-party mortgage loans. The Trustee (and agrees, except as otherwise agreed upon any such co-Trustee) will be entitled to reasonable compensation (which will not be limited by any provision of law with respect to the compensation of a trustee of an express trust) for all services rendered by them in writing by the Depositor execution of the trust or trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and except for any such expenseupon notice to CitiMortgage, disbursement the Trustee will be paid or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, reimbursed by CitiMortgage for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: agreement (A) including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not associated with regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the closing responsibility of the issuance certificate holders hereunder. The Trustee and each Certificate Registrar, Mortgage Note Custodian, Depository, Paying Agent, Authenticating Agent and any agent appointed pursuant to section 8.2 are entitled to indemnification from CitiMortgage, as servicer or master servicer, and will be held harmless against any loss, liability or expense incurred without negligence or bad faith on their part, arising out of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any Definitive Certificatesclaim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Except Such indemnification will survive the payment of the certificates and termination of the Trust Fund, as otherwise provided hereinwell as the resignation or removal of CitiMortgage as servicer (if such action which caused the need for the indemnification occurred while CitiMortgage acted as servicer), and for purposes of such indemnification neither the negligence nor bad faith of any of the entities enumerated in the preceding sentence, nor of any Mortgage Note Custodian, will be imputed to, or adversely affect, the Trustee shall not right of any other entity enumerated in the preceding sentence to be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesindemnification.

Trustee's Fees and Expenses. On the Closing Date, the Servicer shall pay to the Trustee as specified in a separate agreement between the Servicer and the Trustee. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee for such Distribution DateDate and any earnings (net of losses) on amounts on deposit in the Distribution Account. The Trustee and any director, officer, employee or agent of right to receive the Trustee shall Fee may not be indemnified by the Master Servicer and held harmless against any loss, liability transferred in whole or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) part except in connection with the transfer of all of the Trustee’s responsibilities and obligations under this Agreement. Subject to separate written agreements with the Delaware Trustee, the Servicer covenants and agrees to, and the Servicer shall, pay the Delaware Trustee from time to time, and the Delaware Trustee shall be entitled to payment for all services rendered by it in the exercise and performance of any of the Trustee's powers and duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any hereunder of the Delaware Trustee's duties hereunder . Except as otherwise expressly provided herein, the Servicer shall pay or incurred by reason of any action reimburse each of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any Delaware Trustee upon such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, trustee’s request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee such trustee in accordance with any of the provisions of this Agreement Agreement, including any such expenses incurred or made in connection with respect to: a transfer of servicing, and shall indemnify the institution acting as such trustee, both in its individual capacity and as trustee, from any loss, liability or expense incurred by it hereunder (A) including the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing and of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is all persons not regularly employed by the Trustee, to the extent that in its employ and any expenses which arise out of or are imposed upon the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses the Delaware Trustee in connection with preparing the creation, operation or termination of the Trust) except any Definitive Certificatessuch expense or disbursement as may arise from its own negligence or bad faith. Except as otherwise provided herein, Such obligation shall survive the termination of this Agreement or resignation or removal of the Trustee shall not or the Delaware Trustee. The Trustee shall, at its expense, prepare or cause to be entitled prepared all federal and state income tax and franchise tax and information returns relating to payment REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI required to be prepared or reimbursement for any routine ongoing expenses incurred filed by the Trustee in or the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or Delaware Trustee and shall indemnify the Delaware Trustee for any other expensesliability of such trustees arising from any error in such returns.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys’ fees) incurred: (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, ; or (b) the Certificates Mortgage Loans or the Certificates; and (cii) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or under this Agreement; or (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and Certificateholders; other than, in each case, any loss, liability, or expense (i) resulting from any breach of any Servicer’s obligations in connection with its Servicing Agreement for which that Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any error breach of the Responsible Party’s obligations in connection with any tax or information return prepared by Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from any breach of the Master Servicer’s obligations hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement or (iv) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee’s duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's ’s negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. (a) The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee and, to the extent that the funds therein are at any time insufficient for such Distribution Datepurpose, the Depositor shall pay such fees. The Trustee and Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability or expense (not including reasonable attorney's feesexpenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel) (iin the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) any pending or threatened claim or legal action arising out of or in connection with the performance acceptance or administration of any of the Trustee's its obligations and duties hereunderunder this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer’s obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of any of the Trustee's its duties hereunder or incurred by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any action director, officer, employee or agent of the Trustee taken at the direction in respect of the Certificateholders 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 from, and (ii) hold it harmless against, any loss, liability or expense resulting from any error in any tax or information return prepared by a breach of the Master Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, Any payment hereunder made by the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Master Servicer’s own funds, without reimbursement from the Trust Fund therefor. (c) The Master Servicer shall pay any annual rating agency fees of the Rating Agencies for any routine ongoing expenses incurred by the Trustee in the ordinary course surveillance from its own funds without right of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesreimbursement.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and expenses for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect toto the following: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or Certificates, (c) in connection with the Custodial Agreements or (d) the performance of any of the Trustee's ’s duties hereunderhereunder or under the Custodial Agreements, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct , bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect toto the following: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, Certificates and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Seller against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerServicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Seller shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(h), or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement; and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(h), or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement; and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerServicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Servicer shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal pay to the Trustee Fee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee for all reasonable expenses, disbursements and advances (other than any expenses incurred by the Trustee in connection with its assumption of the obligations of the Servicer pursuant to Section 7.02 hereof) incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such Distribution Dateexpense, disbursement or advance as may arise from its negligence or bad faith. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (expense, including reasonable attorney's fees) (i) fees and expenses, incurred as a result of or in connection with the Pooling and Servicing Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust or the Trustee or any director, (b) the Certificates officer, employee or (c) in connection with agent thereof, the performance of any of the Trustee's duties hereunderunder the Pooling and Servicing Agreement or relating to or arising out of any Environmental Law, including, without limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of duties under the Trustee's duties hereunder Pooling and Servicing Agreement or incurred by reason of reckless disregard of obligations and duties under the Pooling and Servicing Agreement. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds without any action right to reimbursement therefor. The obligations of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity Servicer under this Section 8.05 shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Servicer shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal pay to the Trustee Fee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee for all reasonable expenses, disbursements and advances (other than any expenses incurred by the Trustee in connection with its assumption of the obligations of the Servicer pursuant to Section 7.02 hereof) incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such Distribution Dateexpense, disbursement or advance as may arise from its negligence or bad faith. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (expense, including reasonable attorney's fees) (i) , incurred as a result of or in connection with the Pooling and Servicing Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust or the Trustee or any director, (b) the Certificates officer, employee or (c) in connection with agent thereof, or the performance of any of the Trustee's duties hereunder, under the Pooling and Servicing Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of duties under the Trustee's duties hereunder Pooling and Servicing Agreement or incurred by reason of reckless disregard of obligations and duties under the Pooling and Servicing Agreement. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds without any action right to reimbursement therefor. The obligations of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity Servicer under this Section 8.05 shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with: (a) this Agreement, (b) the Insurance Policy, (c) the Certificates, or (d) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(h) or (iii) incurred because of willful misconduct, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, Trustee for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesroutine expenses incurred by the Trustee; provided, however, no expense shall be reimbursed hereunder if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account during the Trustee Float Period. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by any Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or the Interest Rate Swap Agreement, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), the Certificates or the Interest Rate Swap Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with this Agreement for which the related Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of any Responsible Party's obligations in connection with this Agreement for which the related Responsible Party has performed its obligations to indemnify the Trustee pursuant to Section 2.03(j) or (iii) incurred by reason because of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. (a) The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date an amount equal prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Trustee Fee Certificate Account for such Distribution DateDate pursuant to Section 3.08(b). The Subject to the limitations set forth in Section 8.05(b), the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ifees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Custodial Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderhereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerCertificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon subject to the limitation set forth in writing by the Depositor and the TrusteeSection 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and hereunder, (C) printing and engraving expenses in connection with preparing any Definitive CertificatesCertificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Trustee or Paying Agent hereunder or for any other expenses. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities prior to making the distributions pursuant to Section 4.1 hereunder, shall be entitled to withdraw deduct from the Distribution Account Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. The Trustee Saxon shall indemnify and hold harmless the Trustee, the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless thereof against any loss, liability or expense (expense, including reasonable attorney's ’s fees) (i) , incurred in connection with or arising out of or in connection with this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust or the Trustee, (b) the Certificates Paying Agent or (c) in connection with the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trustee's duties hereunderof the Trustee or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder under this Agreement or incurred by reason of any action the willful misfeasance, bad faith or gross negligence of the Trustee taken at the direction of the Certificateholders and Custodian under any custodial agreement (ii) resulting from including specifically any error in any tax loss, liability or information return prepared expense incurred by the Master ServicerCustodian by reason of simple negligence under any custodial agreement). Such indemnity The provisions of this Section 8.5 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting or the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor Paying Agent and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions termination of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing resignation or removal of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of Custodian under any accountant, engineer or appraiser that is not regularly employed by custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement as Trustee, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Seller against any loss, liability or expense (including reasonable attorney's ’s fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, Trustee and except for any such expense, disbursement or advance as may arise arising from the Trustee's ’s negligence, bad faith or willful misconduct, to the Seller shall pay or reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: to (Ai) the reasonable compensation and the compensation, expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, Certificates and (Bii) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Registrar or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee'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 Trustee, as compensation for its activities hereunder, duties and obligations under this Agreement (the "Trustee Fee') and the Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal (but not from such reinvestment earnings) amounts required to pay the Custodian the Custodian Fee or to reimburse the Custodian for expenses, costs and liabilities incurred or reimbursable to it, as such Custodian Fee and expenses (listed separately) are set forth in writing by the Custodian to the Trustee Fee for such Distribution Dateby the related Determination Date pursuant to the Custodial Agreement. The Trustee and or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability or expense (not including reasonable attorneyexpenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel) in the ordinary course of the Trustee's fees) (iperformance in accordance with the provisions of this Agreement) incurred in connection with any claim by the Trustee arising out of or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance acceptance or administration of any of the Trustee's its obligations and duties hereunderunder this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of any of the Trustee's its duties hereunder or incurred by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee or any action director, officer, employee or agent of the Trustee taken at the direction in respect of the Certificateholders 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 from, and (ii) hold it harmless against, any loss, liability or expense resulting from any error in any tax or information return prepared by a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, Any payment hereunder made by the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. (c) The Seller shall pay any annual rating agency fees of the Rating Agencies for any routine ongoing expenses incurred by the Trustee in the ordinary course surveillance from its own funds without right of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesreimbursement.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Depositor and the Servicers, to the extent such indemnity related to the failure of the related Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or Custodial Agreement, (c) in connection with the Certificates, (d) the FSA Policy, or (e) the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master related Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Registrar or Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement as Trustee and Supplemental Interest Trust Trustee, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution Date. The Trustee and the Supplemental Interest Trust Trustee and any director, officer, employee or agent of the Trustee or the Supplemental Interest Trust Trustee, as applicable, shall be indemnified by the Master Servicer and held harmless Seller against any loss, liability or expense (including reasonable attorney's ’s fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, ; (b) the Certificates Certificates; or (c) in connection with the performance of any of the Trustee's ’s or the Supplemental Interest Trust Trustee’s duties hereunder, under this Agreement; other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s or the Supplemental Interest Trust Trustee’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderor the Supplemental Interest Trust Trustee under this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee or the Supplemental Interest Trust Trustee, as applicable, and except for any such expense, disbursement or advance as may arise arising from the Trustee's ’s or the Supplemental Interest Trust Trustee’s negligence, bad faith or willful misconduct, to the Seller shall pay or reimburse the Trustee or the Supplemental Interest Trust Trustee, as applicable, for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Supplemental Interest Trust Trustee, as applicable, in accordance with any of the provisions of this Agreement with respect to: to (Ai) the reasonable compensation and the compensation, expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; (Bii) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee or the Supplemental Interest Trust Trustee, to the extent that the Trustee or the Supplemental Interest Trust Trustee must engage such persons them to perform acts or services hereunder under this Agreement and (Ciii) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, neither the Trustee nor the Supplemental Interest Trust Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee or the Supplemental Interest Trust Trustee, as applicable, in the ordinary course of its duties as Trustee, RegistrarSupplemental Interest Trust Trustee, Tax Matters Person Registrar or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from receive earnings on any investment income with respect to funds in the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateCertificate Account. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any Private Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to Master Servicer as separately agreed with the Trustee Fee for such Distribution DateMaster Servicer. The Trustee and any director, officer, employee employee, agent or agent "control person" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended ("Control Person"), of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee's duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (iiiv) resulting from any error in any tax or information return prepared by the Master Servicer, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse which would not be an "unanticipated expense" within the Trusteemeaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer engineer, appraiser or appraiser other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee The Trust shall not be entitled fulfill its obligations under this paragraph from amounts on deposit from time to payment or reimbursement for any routine ongoing expenses incurred by the Trustee time in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesDistribution Account.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with the Responsible Party Agreements for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to the Responsible Party Agreements or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, no expense shall be reimbursed hereunder if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account during the Trustee Float Period. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or the Interest Rate Swap Agreement, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), the Certificates or the Interest Rate Swap Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of any Responsible Party's obligations in connection with this Agreement for which the related Responsible Party has performed its obligations to indemnify the Trustee pursuant to Section 2.03(j) or (iii) incurred by reason because of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with its Servicing Agreement for which that Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any breach of the Responsible Party's obligations in connection with any Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from any breach of the Master Servicer's obligations hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement, or (iv) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by any Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Master Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with this Agreement for which the related Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of any Responsible Party's obligations in connection with this Agreement for which the related Responsible Party has performed its obligations to indemnify the Trustee pursuant to Section 2.03(n) or (iii) incurred because of willful misconduct, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesexpenses incurred by the Trustee.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account during the Trustee Float Period. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master ServicerServicer or incurred in connection with any claim or legal action relating to: (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesexpenses incurred by the Trustee.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account during the Trustee Float Period. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by any Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or the Interest Rate Swap Agreement, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), the Certificates or the Interest Rate Swap Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with this Agreement for which the related Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Trustee pursuant to Section 2.03(o) or (iii) incurred by reason because of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. (a) On the Closing Date, the Depositor shall pay to the Trustee as specified in a separate agreement between the Depositor and the Trustee. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal and pay to itself the Trustee Fee for such Distribution DateDate and one day’s interest earnings (net of losses) on amounts on deposit in the Distribution Account. The right to receive the Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s responsibilities and obligations under this Agreement. Subject to separate written agreements with the Delaware Trustee, the Servicer covenants and agrees to, and the Servicer shall, pay the Delaware Trustee from time to time, and the Delaware Trustee shall be entitled to payment for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Delaware Trustee. Each of the Trustee and the Delaware Trustee, and any director, officer, employee or agent of the Trustee such trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (not including reasonable attorney's feesexpenses, disbursements and advances incurred or made by such trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of such trustee’s performance in accordance with the provisions of this Agreement) incurred by such trustee arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Swap Agreement in its capacity as the Supplemental Interest Trust Trustee) and duties under this Agreement, other than any loss, liability or expense (i) incurred in connection with any claim or legal action way relating to (a) the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement, (bii) that constitutes a specific liability of the Certificates Trustee pursuant to Sections 4.08 or 10.01(c) or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any duties hereunder or by reason of reckless disregard of obligations and duties hereunder, including as a result of a breach of the Trustee's duties hereunder ’s obligations under Article X hereof. Any amounts payable to the Trustee, the Delaware Trustee or incurred any director, officer, employee or agent of such trustee in respect of the indemnification provided by reason this paragraph (a), or pursuant to any other right of reimbursement from the Trust that the Trustee or any action director, officer, employee or agent of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error may have hereunder in any tax or information return prepared its capacity as such, may be withdrawn by the Master ServicerTrustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee or the Delaware Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee and the Delaware Trustee, the Trustee and the Delaware Trustee shall receive from the Trust Fund amounts with respect to indemnification for reasonable 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 $50,000 per month (with amounts in excess of $50,000 for any month carried‑forward to subsequent months, in each case the Trustee shall have first priority to indemnification over the Delaware Trustee from such monthly and annual amounts). Neither the Trustee nor the Delaware Trustee 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 Delaware Trustee harmless for any consequences to such Certificateholders resulting from any failure of such trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) Without limiting the Servicer’s indemnification obligations under Section 6.03, the Servicer agrees to indemnify each of the Trustee and the Delaware Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee hereunderor the Delaware Trustee. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or Any payment under this Section 8.05(b) made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, Servicer to the extent that Trustee or the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Delaware Trustee shall not be entitled to payment or from the Servicer’s own funds, without reimbursement for any routine ongoing expenses incurred by from the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesTrust Fund therefor.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) incurred: (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, ; or (b) the Certificates Mortgage Loans or the Certificates; and (cii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or under this Agreement; or (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and Certificateholders; other than, in each case, any loss, liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with its Servicing Agreement for which that Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any error breach of the Responsible Party's obligations in connection with any tax or information return prepared by Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from any breach of the Master Servicer's obligations hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement or (iv) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master ServicerServicer and (c) arising out of the transfer of any Erisa-Restricted Certificate or Residual Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee must engage such persons intend to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesenter into a separate agreement for custody-related services. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with the Responsible Party Agreements for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to the Responsible Party Agreements, or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement; and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account during the Trustee Float Period. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by any Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or the Interest Rate Swap Agreement, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), the Certificates or the Interest Rate Swap Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with this Agreement for which the related Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of any Responsible Party's obligations in connection with this Agreement for which the related Responsible Party has performed its obligations to indemnify the Trustee pursuant to Section 2.03(o) or (iii) incurred by reason because of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be entitled to withdraw paid its fee by the Master Servicer from the Distribution Account on each Distribution Date an amount equal Master Servicer's own funds pursuant to the Trustee Fee for such Distribution Datea separate agreement. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless Trust Fund against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or the Interest Rate Swap Agreement, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), the Certificates or the Interest Rate Swap Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with this Agreement for which the related Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, or (ii) incurred by reason because of willful misfeasancemisconduct, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to Master Servicer as separately agreed with the Trustee Fee for such Distribution DateMaster Servicer. The Trustee and any director, officer, employee employee, agent or agent "control person" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended ("Control Person"), of the Trustee shall be indemnified by the Master Servicer Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement (b) the Certificates Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder, (ii) incurred in connection with the performance of any of the Trustee's duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders Certificateholders, and (iiiv) resulting from any error in any tax or information return prepared by the Master Servicer, provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse which would not be an "unanticipated expense" within the Trusteemeaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer engineer, appraiser or appraiser other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee The Trust shall not be entitled fulfill its obligations under this paragraph from amounts on deposit from time to payment or reimbursement for any routine ongoing expenses incurred by the Trustee time in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesDistribution Account.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities prior to making the distributions pursuant to Section 4.1 hereunder, shall be entitled to withdraw (i) deduct from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate and (ii) retain any earnings on or investment income with respect to funds in the Distribution Account as provided in Section 3.8. The Trustee shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, also be entitled to reimburse itself from the Distribution Account for reasonable expenses, except for expenses, disbursements and advances incurred by the Trustee in the routine administration of its duties in accordance with this Agreement and any such expenses, disbursements or advances arising from its negligence, bad faith or willful misconduct. The Trust Fund shall, subject to the limitation on amounts reimbursable to the Trustee in any Anniversary Year as provided in this Agreement, indemnify and hold harmless the Trustee, the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless thereof against any loss, liability or expense (expense, including reasonable attorney's ’s fees) (i) , incurred in connection with or arising out of this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust Fund or the Trustee, (b) the Certificates Paying Agent or (c) in connection with the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trustee's duties hereunderof the Trustee or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan), other than than, in each case, any loss, liability or expense incurred by the Trustee, Paying Agent or Custodian by reason of the willful misfeasance, bad faith or negligence of such party in the performance of any of the Trustee's its duties hereunder under this Agreement or incurred by reason of any action the willful misfeasance, bad faith or gross negligence of the Trustee taken at the direction of the Certificateholders and Custodian under any custodial agreement (ii) resulting from including specifically any error in any tax loss, liability or information return prepared expense incurred by the Master ServicerCustodian by reason of simple negligence under any custodial agreement). Such indemnity The provisions of this Section 8.5 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting or the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor Paying Agent and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions termination of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing resignation or removal of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of Custodian under any accountant, engineer or appraiser that is not regularly employed by custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The TrusteeDepositor covenants and agrees to pay to the Trustee on the Closing Date, as compensation for its activities hereunder, and the Trustee shall be entitled to withdraw receive from time to time out of amounts collected and payments received in respect of the CRB Certificates, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee, and the Depositor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrustee's willful misfeasance, negligence or bad faith. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this AgreementAgreement or the Certificates, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of reckless disregard of obligations and duties hereunder; provided that (i) with respect to any action of such loss, liability or expense, the Trustee taken at shall have given to the direction of Depositor written notice thereof promptly after the Certificateholders Trustee shall have knowledge thereof and (ii) resulting from any error in any tax or information return prepared by while maintaining control over its own defense, the Master ServicerTrustee shall cooperate and consult fully with the Depositor. Such indemnity shall survive the termination or discharge of this Agreement or and the resignation or removal of the Trustee hereunderTrustee. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing Any payment hereunder made by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or from the Depositor's own funds, without reimbursement for any routine ongoing expenses incurred by from the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesTrust Property therefor.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: to (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Registrar or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with: (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Seller's obligations in connection with this Agreement for which the Seller has performed its obligation to indemnify the Trustee pursuant to Section 2.03(h) or (iii) incurred because of willful misconduct, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Trust Fund shall pay or reimburse the Trustee, Trustee for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesroutine expenses incurred by the Trustee.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities services hereunder, shall be entitled to withdraw from the Distribution Account receive on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateDate pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless by the Trust against any claims, damage, loss, liability or expense (including reasonable attorney's fees) (ia) incurred in connection with any claim or legal action arising from or relating to (ai) this Agreement, (bii) the Certificates Certificates, or (ciii) in connection with the performance of any of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (iib) resulting from any error in any tax or information return which was prepared by by, or should have been prepared by, the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal Servicer and (c) arising out of the Trustee hereundertransfer of any ERISA-Restricted Certificate or Residual Certificate not in compliance with ERISA. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or the Trust shall reimburse the Trustee, Trustee for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesiii). Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person Certificate Registrar or Paying Agent hereunder or for any other expenses. The provisions of this Section 9.11 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to to (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(h), or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, , (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The TrusteeTo the extent not paid by the related Series Servicer pursuant to a Series Servicing Agreement or directly to such Trustee by AmeriCredit or an Affiliate of AmeriCredit, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified paid out of Trust Assets reasonable compensation (which shall not be limited by any provision of law in regard to the Master Servicer compensation of a trustee of an express trust) and held harmless against any lossreimbursement of all reasonable expenses (including, liability or expense (including without limitation, reasonable attorney's attorneys’ fees) (i) incurred ), as may be agreed upon in connection with any claim or legal action relating to (a) this Agreementwriting among the related Series Servicer, (b) the Certificates or (c) Settlor and such Trustee, for all services rendered by it in connection with the execution of the Titling Trust and in the exercise and performance of any of the Trustee's powers and duties hereunderunder this Agreement; provided, other than any losshowever, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and that (iix) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the an expense of a Trustee must engage such persons shall be incurred or suffered with respect to perform acts a discrete Trust Asset or services hereunder group of Trust Assets (including, without limitation, contract, tort or tax claims relating to one or more specific Lease Agreements or Leased Vehicles) (each an “Affected Trust Asset” and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereincollectively, the “Affected Trust Assets”), each Certificateholder relating to a Series Interest with respect to which such Affected Trust Assets are allocated (pro rata in the ratio of the aggregate value of those Affected Trust Assets allocated to each Certificate held by such Certificateholder as recorded on the books of the Titling Trust to the aggregate value of all Affected Trust Assets), shall bear in full the burden of such Trustee expense, but (y) to the extent that any such expense of a Trustee shall not be entitled incurred or suffered with respect to payment or reimbursement for any routine ongoing the Trust Assets generally, all Certificateholders shall bear the burden of such Trustee expenses incurred by the Trustee on a pro rata basis in the ordinary course ratio of its duties the aggregate value of Trust Assets allocated to each Certificate, as Trusteeeach is recorded on the books of the Titling Trust, Registrar, Tax Matters Person to the total value of all Trust Assets. Any pro rata allocation of an expense or Paying Agent hereunder liability among one or for more Certificateholders shall be made in good faith and so as not to disproportionately affect any other expensesSeries Interest.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, the Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement, any Designated Servicing Agreement, or (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunderhereunder or under any Custodial Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and expenses for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's ’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and hereunder, (ii) resulting from any error in any tax or information return prepared by the Master ServicerServicer and (iii) incurred in connection with Section 2.01(d) hereof. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect toto the following: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to on each Distribution Date the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such that Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to to (a) this Agreement, (b) the Certificates Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconduct, to the Master Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, Certificates and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, Trustee shall be entitled to withdraw from compensated by the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution DateTrust Administrator as separately agreed. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer Depositor and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or Certificates, (c) in connection with the Custodial Agreements, (d) the Yield Maintenance Agreements, (e) the Interest Rate Cap Agreements or (f) the performance of any of the Trustee's ’s duties hereunderhereunder or under the Custodial Agreements, the Yield Maintenance Agreement or the Interest Rate Cap Agreements, other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct , bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The By execution and delivery of this Agreement, the Servicer shall covenant and agree to pay to the Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by entitled to, an annual fee agreed upon in writing between the Master Servicer and held harmless against the Trustee payable in advance on the Closing Date and on each one year anniversary thereof (which shall not be limited by any loss, liability or expense (including reasonable attorney's feesprovision of law in regard to the compensation of a trustee of an express trust) (i) incurred for all services rendered by it in connection with any claim or legal action relating to (a) the execution of the trusts created by this Agreement, (b) Agreement and in the Certificates or (c) in connection with the exercise and performance of any of the Trustee's powers and duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of under this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to Servicer shall pay or reimburse the Trustee, Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not associated with regularly in its employ) incurred or made by the closing of the issuance of the CertificatesTrustee under this Agreement (including expenses, (B) the reasonable compensationdisbursements, expenses and disbursements advances incurred in defense of any accountantaction brought against it in connection with this Agreement) except any such expense, engineer disbursement, or appraiser advance as may arise from its negligence, willful misfeasance, or bad faith or that is not regularly employed by the Trustee, to responsibility of Certificateholders under this Agreement. To the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing has not been paid for any Definitive Certificates. Except as otherwise provided hereinof the foregoing items by the Servicer, the Trustee shall not be entitled to be paid such amounts from amounts which are payable to the Servicer pursuant to Section 7.5(b)(i) before payment to the Servicer of any portion thereof; provided, however, that in the event that the Servicer shall have elected to waive its rights to payment of the Servicing Fee or the Servicing Fee is deferred, the Trustee shall nonetheless be entitled to receive such amounts from payments which would ordinarily be applied to the payment of the Servicing Fee, in the same order of priority as though such Servicing Fee were payable. The Trustee shall be entitled to reimbursement by the Servicer for any routine ongoing out-of-pocket costs or expenses (including, without limitation reasonable fees and disbursements of one counsel to the Trustee) incurred in connection with the review, negotiation, preparation, execution and delivery of this Agreement or in connection with the issuance of any Certificate on the Closing Date. The Servicer's obligation to pay such compensation and expenses shall survive the termination of such Servicer to the extent that such obligation is a result of services rendered prior to such Servicer's termination. Additionally, the Servicer, pursuant to Section 13.8, shall indemnify the Trustee with respect to certain matters, and Certificateholders, pursuant to Section 15.3, shall upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. The provisions of this Section 13.7 shall survive the termination of this Agreement and the resignation or removal of the Trustee. To the extent that the Trustee has not been paid by the Trustee Servicer for any of the items described in the ordinary course preceding paragraph for which the Servicer is obligated, the Trustee shall be entitled to be paid for such items from amounts which would otherwise be distributable to the Depositor under Section 7.5 of its duties this Agreement. The covenants and agreements contained in this Section 13.7 shall survive the termination of this Agreement and shall be binding, as Trusteeapplicable, Registraron the Servicer, Tax Matters Person or Paying Agent hereunder or for and any other expensessuccessor Servicer and the Depositor.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer, (ii) incurred in connection with any claim or legal action relating to this Agreement (including any unreimbursed out-of-pocket costs resulting from a servicing transfer), or (iii) resulting from the performance of any of the Trustee's duties pursuant to this Agreement, other than any loss, liability, or expense (A) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (B) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(j), (C) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement, (D) incurred by the Trustee in the ordinary course of business as Trustee hereunder or (E) that would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, no expense shall be reimbursed hereunder if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.

Trustee's Fees and Expenses. The Trustee, Master Servicer agrees to pay the Trustee Fee to the Trustee as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Trustee or Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Depositor and the Servicers, to the extent such indemnity related to the failure of the related Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney's feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or Custodial Agreement, (c) in connection with the Certificates, or (d) the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master related Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Registrar or agent for the Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's ’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and or (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator from its own funds pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to (a) this Agreement, , (b) the Certificates or Certificates, or (c) in connection with the performance of any of the Trustee's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with the Master Seller's Warranties and Servicing Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to the Master Seller's Warranties and Servicing Agreement, (ii) resulting from any breach of the Responsible Party's obligations in connection with the Master Seller's Warranties and Servicing Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to the Master Seller's Warranties and Servicing Agreement, or (iii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, the Trustee shall be paid an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees. The Trustee shall be entitled to withdraw be reimbursed, from funds on deposit in the Distribution Account on each Distribution Date an amount equal Account, amounts sufficient to indemnify and hold harmless the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) incurred: (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, ; (b) the Certificates Mortgage Loans or the Certificates; and (cii) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or under this Agreement; or (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and Certificateholders; other than, in each case, any loss, liability, or expense (i) resulting from any breach of any Servicer's obligations in connection with its Servicing Agreement for which that Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any error breach of the Responsible Party's obligations in connection with any tax or information return prepared by Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from any breach of the Master Servicer's obligations hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement or (iv) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder Trustee under this Agreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to (a) withdraw from the Distribution Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution DateDate and (b) investment earnings on amounts on deposit in the Certificate Account. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Depositor and the Servicers, to the extent such indemnity related to the failure of the related Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney's fees’s fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this AgreementAgreement (including the provisions set forth in the last sentence of Section 2.01(a)), (b) the Certificates or Custodial Agreements, (c) in connection with the Certificates, or (d) the performance of any of the Trustee's ’s duties hereunderhereunder (including website posting of reports as required by Section 8.12(a)), other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's ’s duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders Certificateholders; provided, however, with respect to the provisions set forth in the last sentence of Section 2.01(a), such indemnification will be without regard to loss, liability or expense incurred by reason of any willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder and (ii) resulting from any error in any tax or information return prepared by the Master related Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's ’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Registrar or agent for the Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. (a) As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator Fee payable pursuant to Section 3.4(c). As compensation for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator, as compensation for its activities applicable, hereunder, . No Trustee/Certificate Administrator Fee shall be payable with respect to the Companion Loans. Each of the Trustee and the Certificate Administrator shall be entitled to withdraw be reimbursed from the Distribution Account on each Distribution Date an amount equal to Trust for all reasonable expenses and disbursements incurred or made by the Trustee Fee for such Distribution Date. The Trustee and any directoror the Certificate Administrator, officeras applicable, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless against any loss, liability or expense (including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any its duties and exercise of its rights under this Agreement (including the Trustee's duties hereunderfees and expenses of its counsel and of all Persons not regularly in its employ), other than any loss, liability or provided such cost would qualify as an “unanticipated expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any REMIC” within the meaning of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agreesREMIC Provisions, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's its negligence, willful misconduct or bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions from its indemnification obligations under Sections 8.12 and/or 11.4 of this Agreement with respect to: (A) or which is expressly the reasonable compensation and responsibility of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the expenses and disbursements Collection Account pursuant to Section 3.4(c); provided, however, that the neither the Trustee nor the Certificate Administrator shall refuse to perform any of its counsel not associated with the closing obligations hereunder solely as a result of the issuance failure to be paid any fees and expenses (a) so long as payment of the Certificates, such fees and expenses are reasonably assured to it or (Bb) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder is expressly contingent upon the receipt of an indemnity from the Certificateholders, that it has received such indemnity. Each of the Trustee must engage such persons and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to perform acts or services hereunder and (C) printing and engraving each Loan Payment Date, setting forth the actual expenses incurred in connection with preparing the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any Definitive Certificates. Except other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder. (b) Each of the Trustee and the Certificate Administrator (in each of the Certificate Administrator’s capacities as otherwise provided hereinCertificate Administrator, Custodian, 17g-5 Information Provider and Certificate Registrar under this Agreement), severally and not jointly, shall indemnify and hold harmless the Depositor, the Certificate Administrator in each of its capacities under this Agreement (with respect to the Trustee), the Trustee shall not be entitled (with respect to payment the Certificate Administrator in each of its capacities under this Agreement), the Servicer and the Special Servicer and their respective Affiliates, directors, officers, employees and agents (each, for purposes of this Section 8.5(b) only, an “Indemnified Party”), from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement that arise out of or reimbursement for any routine ongoing expenses incurred by are based upon the Trustee Trustee’s or the Certificate Administrator’s, as the case may be, willful misconduct, bad faith, fraud or negligence in the ordinary course performance of its obligations and duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expensesby reason of negligent disregard of its obligations and duties hereunder.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities prior to making the distributions pursuant to Section 4.1 hereunder, shall be entitled to withdraw deduct from the Distribution Account Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. The Trustee Saxon shall indemnify and hold harmless the Trustee, the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless thereof against any loss, liability or expense (expense, including reasonable attorney's fees) (i) , incurred in connection with or arising out of or in connection with this Agreement, any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any claim or legal action relating to (a) this Agreementagainst the Trust or the Trustee, (b) the Certificates Paying Agent or (c) in connection with the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee's duties hereundersale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder under this Agreement or incurred by reason of any action the willful misfeasance, bad faith or gross negligence of the Trustee taken at the direction of the Certificateholders and Custodian under any custodial agreement (ii) resulting from including specifically any error in any tax loss, liability or information return prepared expense incurred by the Master ServicerCustodian by reason of simple negligence under any custodial agreement). Such indemnity The provisions of this Section 8.5 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting or the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor Paying Agent and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions termination of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing resignation or removal of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of Custodian under any accountant, engineer or appraiser that is not regularly employed by custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. The (a) On each Distribution Date the Trustee Fee shall be paid to the Trustee, as compensation for its activities hereunder, duties and obligations under this Agreement and the Trustee shall be entitled to withdraw from the Distribution Account on each Distribution Date an amount equal amounts required to pay it such amounts and to pay the Custodian the Custodial Fee or to reimburse the Custodian for expenses, costs and liabilities incurred or reimbursable to it, as such Custodial Fee and expenses (listed separately) are set forth in writing by the Custodian to the Trustee Fee for such Distribution Dateon or prior to the related Determination Date pursuant to the Custodial Agreement. The Trustee and or any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer REMIC I and held harmless against any loss, liability liability, claim, damage or expense (not including reasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) in connection with the performance of any of the Trustee's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of (including the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (Bagents and counsel) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability, claim, damage 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(b)), or (ii) any loss, liability, claim, damage or expense incurred by reason of its willful misconduct, bad faith or negligence in the performance of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for by reason of reckless disregard of its 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 (a), or pursuant to any other expensesright 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability, claim, damage or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer’s own funds, without reimbursement from the Trust Fund therefor. (c) The Depositor shall cause the Originator to pay, from the Originator’s own funds without right of reimbursement, any annual rating agency fees payable to the Rating Agencies for ongoing surveillance.

Trustee's Fees and Expenses. The Trustee, as As compensation for its activities hereunderunder this Agreement, shall be entitled to the Trustee may withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such the Distribution DateDate and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee Trustee, each Custodian and any director, officer, employee employee, or agent of the Trustee or the applicable Custodian shall be indemnified by the Master Servicer Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney's attorneys' fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Certificates or the Interest Rate Swap Agreement; or (c) in connection with the performance of any of the Trustee's or the applicable Custodian's duties hereunderunder this Agreement, other than any loss, liability liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (ii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee's or the applicable Custodian's duties hereunder or incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicerunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee's negligence, bad faith faith, or willful misconductmisfeasance, to the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; and (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons them to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesunder this Agreement. Except as otherwise provided hereinin this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder paying agent under this Agreement or for any other expensesexpenses incurred by the Trustee; provided, however, no expense shall be reimbursed by the Trust Fund hereunder if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions.