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

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time.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 Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund REMIC I therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund REMIC I therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be entitled to (ai) 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 all services rendered by it in the execution of the trusts created under the Trust Agreement and in the exercise and performance of any of the powers and duties thereunder of the Trustee and (ii) reimbursement for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of the Trust 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 expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract. The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Fund and held harmless Estate against any loss, liability or expense (not thereof, including expensesreasonable attorney’s fees, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counselincurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance Trust Agreement, any custody agreement or administration the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of its obligations and any of the Trustee’s duties under this Agreement, the Trust Agreement other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith faith, negligence, willful misconduct or negligence breach of contract in the performance of its duties hereunder under the Trust Agreement or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the 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. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds, without reimbursement from the Trust Fund thereforAgreement. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel, ) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) Pursuant to the Trust Agreement, the Trustee shall be paid by the Securities Administrator. The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay be entitled to itself reimbursement for all reasonable expenses, disbursements incurred or made by the Trustee Feein accordance with any of the provisions of the Trust 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 expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense (not thereof, including expensesreasonable attorney’s fees, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counselincurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance Trust Agreement, any custody agreement or administration the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of its obligations and any of the Trustee’s duties under this Agreement, the Trust Agreement other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith faith, negligence, willful misconduct or negligence breach of contract in the performance of its duties hereunder under the Trust Agreement or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer's obligations and duties under the Trust Agreement or that do not constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The provisions of this Agreement. Such indemnity Section 9.05 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Master Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicermaster servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the 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) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 and the Trustee have entered into a fee letter governing the terms of reimbursement of certain expenses of the Trustee not otherwise reimbursable to the Trustee from the Trust Fund as set forth above. Furthermore, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from the negligence or willful misconduct of the Master Servicer in the performance of its duties hereunder or a breach of the Master 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 Master Servicer to the Trustee shall be 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 ongoing surveillance from its own funds without right of reimbursement. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement up to a limit of $600,000 per calender year, other than any loss, liability or expense (i) resulting from a any breach of the Master Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent hereunder as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Master Servicer agrees to indemnify the Trustee Trustee, from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from REMIC I therefor. Notwithstanding anything herein to the contrary, the Trustee shall be reimbursed from the Trust Fund therefor. The provisions of this Section 8.05 shall survive for all Servicing Transfer Costs without regard to the termination of this Agreement or the earlier resignation or removal of the Trusteeannual limitation.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (up to a limit of $600,000 per calendar year for so long as the notes issued pursuant to the Indenture are outstanding), 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement up to a limit of $600,000 per calender year, other than any loss, liability or expense (i) resulting from a any breach of the Servicer's ’s obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable Notwithstanding anything herein to the Trusteecontrary, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement shall be reimbursed 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 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 for all Servicing Transfer Costs without regard to the Trustee shall be from the Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trusteeannual limitation.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated as separately agreed with the Distribution Account on each Distribution Date and pay to itself the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expensesreasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement (b) the Mortgage Loans or (c) the Certificates, disbursements and advances (ii) incurred or made by in connection with the Trustee including the compensation and the expenses and disbursements performance of its agents and counsel, in the ordinary course 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 in accordance with of any of the provisions of this AgreementTrustee's duties hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (iv) resulting from any error in connection with any Servicer Event 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 Default (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, and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, or which would not including be an "unanticipated expense" within the meaning 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee Trustee, as compensation for its activities hereunder, shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date and pay prior to itself making distributions pursuant to Section 4.02 an amount equal to the Trustee FeeFee for such Distribution Date. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund 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 (not including reasonable attorney's fees and expenses, disbursements and advances ) (i) incurred in connection with any claim or made by the Trustee legal action relating to (a) this Agreement (including the compensation and the expenses and disbursements of its agents and counsel, provisions set forth in the ordinary course last sentence of Section 2.01(a)), (b) the Custodial Agreements, (c) 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 in accordance 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; 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 related Servicer. Such indemnity shall survive the termination of this Agreement) incurred Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Trustee in connection with Depositor and the Trustee, and except for any Servicer Event of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer or legal action appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the acceptance Trustee shall not be entitled to payment or administration of its obligations and duties under this Agreement, other than reimbursement for any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the routine ongoing expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence the Trustee in the performance ordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or by reason of reckless disregard of its respective 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 for 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 timeexpenses. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeTrustee's Fee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Servicer shall pay such fees. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this actions or omissions in connection with the Agreement and the Mortgage Loans (for which but only to the extent the Trustee is actually indemnified by the Servicer shall indemnify pursuant to Section 8.05(b)hereto), (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d11.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article XI hereof. The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach arising in respect of the such Servicer's obligations acts or omissions in connection with this Agreement and duties under this Agreementthe Mortgage Loans serviced by such Servicer. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any indemnity payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement up to a limit of $600,000 per calender year, other than any loss, liability or expense (i) resulting from a any breach of the Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 11 of the Custodial Agreement. Notwithstanding anything herein to the Trusteecontrary, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement shall be reimbursed 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 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 for all Servicing Transfer Costs without regard to the Trustee shall be from the Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trusteeannual limitation.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel, ) in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (up to a limit of $600,000 per calendar year so long as any notes issued pursuant to the Indenture are insured by a NIMS Insurer), other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's ’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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated by the Distribution Account on each Distribution Date and pay to itself Master Servicer as separately agreed with the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expensesreasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement (b) the Mortgage Loans or (c) the Certificates, disbursements and advances other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, negligence in the ordinary course 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 accordance with the performance of any of the Trustee's duties hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, (iv) resulting from any error in any tax or information return prepared by the Master Servicer and (v) arising out of, or in connection with, the provisions set forth in Section 2.01(d) hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of this Agreement) such paragraph, 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 in connection with hereunder. Without limiting the foregoing, and except for any Servicer Event such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, or which would not be an "unanticipated expense" within the meaning of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Seller and the Trustee have entered into a fee letter governing the terms of reimbursement of certain expenses of the Trustee not otherwise reimbursable to the Trustee from the Trust Fund as set forth above. Furthermore, the Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from the negligence or willful misconduct of the Servicer in the performance of its duties hereunder or a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. (c) The Servicer shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (up to a limit of $600,000 per calendar year), 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay prior to itself making distributions pursuant to Section 4.02 an amount equal to the Trustee FeeFee for such Distribution Date and (b) investment earnings on amounts on deposit in the Certificate Account. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund 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 (not including reasonable attorney’s fees and expenses, 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 performance in accordance with the provisions of this Agreement) (i) incurred by the Trustee in connection with any Servicer Event claim or legal action relating to (a) this Agreement (including the provisions set forth in the last sentence of Default Section 2.01(a)), (not including b) the Custodial Agreements, (c) 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; 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 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 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer or legal action appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the acceptance Trustee shall not be entitled to payment or administration of its obligations and duties under this Agreement, other than reimbursement for any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the routine ongoing expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence the Trustee in the performance ordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or by reason of reckless disregard of its respective 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 for 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 timeexpenses. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee such trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's such trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action 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 PMI Letter Agreement and Deutsche Bank National Trust Company’s 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) resulting from a breach in any way relating to the failure of the Servicer's obligations Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(dSections 4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, the Delaware Trustee or any director, officer, employee or agent of the Trustee such trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee 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) The 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 ’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 or the Delaware Trustee. Any payment hereunder under this Section 8.05(b) made by the Servicer to the Trustee or the Delaware Trustee shall be from the Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Swap Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination DCR and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated by the Distribution Account on each Distribution Date and pay to itself Master Servicer as separately agreed with the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expensesreasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement (b) the Mortgage Loans or (c) the Certificates, disbursements and advances other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, negligence in the ordinary course 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 accordance with the performance of any of the Trustee's duties hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, (iv) resulting from any error in any tax or information return prepared by the Master Servicer and (v) arising out of, or in connection with, the provisions set forth in Section 2.01(e) hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of this Agreement) such paragraph, 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 in connection with hereunder. Without limiting the foregoing, and except for any Servicer Event such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, or which would not be an "unanticipated expense" within the meaning of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(a)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement up to a limit of $600,000 per calender year, other than any loss, liability or expense (i) resulting from a any breach of the Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent hereunder as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn 's obligations under Article X hereof. It is understood by the Trustee from parties hereto that a "claim" as used in the Distribution Account at preceding sentence includes any time. (b) claim for indemnification made by the Custodian under Section 11 of the Custodial Agreement. The Servicer agrees to indemnify the Trustee Trustee, from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Servicer of the Servicer's its obligations and duties under in connection with 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 REMIC I therefor. Notwithstanding anything herein to the contrary, the Trustee shall be reimbursed from the Trust Fund therefor. The provisions of this Section 8.05 shall survive for all Servicing Transfer Costs without regard to the termination of this Agreement or the earlier resignation or removal of the Trusteeannual limitation.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from will be entitled to net earnings on Permitted Investments of funds in the Distribution Account on each Distribution Date and pay to itself the Trustee FeeCertificate Account. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of will be liable for the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not expenses, including all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its obligations counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is the responsibility of the Certificateholders or the Master Servicer hereunder. Such expenses shall only be payable, on each Distribution Date, as set forth in Sections 4.03(b) and duties under this Agreement6.01(a). Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. (b) To the extent not otherwise indemnified against by the Master Servicer hereunder, other than the Trust shall indemnify the Indemnified Persons for, and will hold them harmless against, any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under incurred on their part, arising out of, or in connection with, this Agreement and the Mortgage Loans Certificates, including the costs and expenses (for which the Servicer including reasonable legal fees and expenses) of defending themselves against any such claim other than (i) any loss, liability or expense related to such Indemnified Person's failure to perform such Indemnified Person's duties in strict compliance with this Agreement (except as any such loss, liability or expense shall indemnify be otherwise reimbursable pursuant to Section 8.05(b)), this Agreement) and (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its such Indemnified Person's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the TrusteeSuch indemnification shall only be payable, or any directoron each Distribution Date, officer, employee or agent of the Trustee as set forth in respect of the indemnification provided by this paragraph (aSections 4.03(b) and 6.01(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 Servicer agrees to indemnify the 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 This 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. The provisions of this Section 8.05 shall survive and the termination of this Agreement or the earlier resignation or removal of the TrusteeAgreement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its respective obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee Servicer shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of and the Trustee shall be indemnified entitled to, 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 and in the execution of the trusts created by the Trust Fund Agreement, and held harmless against in the exercise and performance of any loss, liability of the Trustee's powers and duties under the Agreement. The Servicer shall pay or expense (not including reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel, of all persons not regularly in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreementits employ) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of the Agreement except any such expense, disbursement or advance as may be attributable to its capacity as successor Servicer)willful misfeasance, defaultnegligence or bad faith. (b) The Depositor shall indemnify the Trustee (which for purposes of this subsection (b) shall include its directors, claim officers, employees and agents) for, and shall hold it harmless against, any loss, liability or legal action expense incurred without willful misfeasance, negligence or any pending or threatened claim or legal action bad faith on its part, arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which Trust and the Servicer shall indemnify trusts created by the Reimbursement Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Agreement or the Reimbursement Agreement. Additionally, the Depositor, pursuant to Section 8.05(b))16.2, (ii) for and the expenses of preparing and filing Tax Returns Servicer, pursuant to Section 10.01(d) or (iii) any loss17 .2, liability or expense incurred by reason of its willful misfeasancerespectively, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to shall indemnify the Trustee fromwith respect to certain matters, and hold Certificateholders, pursuant to Section 19.4, shall upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. In the event that the Depositor fails to pay the amounts it harmless againstis obligated to pay to the Trustee pursuant to this Section 19.7(b), 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. Any payment hereunder made by the Servicer to the Trustee shall be entitled to receive such amounts from the Servicing Fee prior to the payment thereof to the Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of indemnification provided under this Section 8.05 19.7 shall survive the termination of this the Agreement and removal or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated by the Distribution Account on each Distribution Date and pay to itself Master Servicer as separately agreed with the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expenses, 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 performance in accordance with the provisions of this Agreementreasonable attorney’s fees) (i) incurred by the Trustee in connection with any Servicer Event claim or legal action relating to (a) this Agreement (b) the Mortgage Loans, (c) the Assignment Agreements or (d) the Certificates, other than any loss, liability or expense incurred by reason of Default 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 or under the Assignment 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 duties 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, or (iv) 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, and except for any such expense, disbursement or advance as may arise from the Trustee’s negligence, bad faith or willful misconduct, or which would not including be an “unanticipated expense” within the meaning 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for payment or indemnification made by the Custodian under Section 2.6 or Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch, Xxxxx'x and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreement, the Swap Agreement, PMI Letter Agreement and MGIC Letter Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch, Moody's and S&P for ongoing surveilxxxxx xrom its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from the negligence or willful misconduct of the Servicer in the performance of its duties hereunder or 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 pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement , 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and any income and gain realized from the investment of funds deposited in the Distribution Account. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Trustee is indemnified by the Master Servicer shall indemnify pursuant to Section 8.05(b))or the Special Servicer, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from the negligence or willful misconduct of the Servicer in the performance of its duties hereunder or a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. (c) The Depositor shall pay any annual rating agency fees of the Rating Agencies for ongoing surveillance from its own funds without right of reimbursement. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach of the Master Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent hereunder as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Master Servicer agrees to indemnify the Trustee Trustee, from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Master Servicer of the Servicer's its obligations and duties under in connection with 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund REMIC I therefor. . (b) The provisions of this Section 8.05 Trustee shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination DCR, Xxxxx'x and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated by the Distribution Account on each Distribution Date and pay to itself Master Servicer as separately agreed with the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expensesreasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement (b) the Mortgage Loans or (c) the Certificates, disbursements and advances other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, negligence in the ordinary course 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 accordance with the performance of any of the Trustee's duties hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, (iv) resulting from any error in any tax or information return prepared by the Master Servicer and (v) arising out of, or in connection with, the provisions set forth in Section 2.01(d) hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of this Agreement) such paragraph, 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 in connection with hereunder. Without limiting the foregoing, and except for any Servicer Event such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, or which would not be an "unanticipated expense" within the meaning of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach of the Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability 146 of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent hereunder as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Servicer agrees to indemnify the Trustee Trustee, from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Servicer of the Servicer's its obligations and duties under in connection with 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 REMIC I therefor. Notwithstanding anything herein to the contrary, the Trustee shall be reimbursed from the Trust Fund therefor. The provisions of this Section 8.05 shall survive for all Servicing Transfer Costs without regard to the termination of this Agreement or the earlier resignation or removal of the Trusteeannual limitation.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date and one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. The 152 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.153

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (including reasonable fees and expenses of its 115 counsel, but not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from that constitutes a breach specific liability of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify Trustee pursuant to Section 8.05(b)), Article XI or (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn by 's obligations under Article XI hereof. In the event the Trustee incurs expenses or renders services in any proceedings which result from the Distribution Account at occurrence or continuance of a Servicing Termination Event under Section 7.01(iii), (iv) or (v) hereof, or from the occurrence of any event which, by virtue of the passage of time. (b) , would become such a Servicing Termination Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach arising in respect of the such Master Servicer's obligations acts or omissions in connection with this Agreement and duties under this Agreementthe Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any indemnity payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Master Servicer shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Moody's and S&P for ongxxxx xxrveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (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) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance 123 of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall pay to itself on each Distribution Date from amounts on deposit in the Certificate Account, an amount equal to the Trustee Fee in accordance with Section 4.01(A), and shall be entitled to withdraw from the Distribution Certificate Account on each Distribution Date and pay prior to itself making distributions pursuant to Section 4.01 any investment income or other benefit derived from balances in the Certificate Account for such Distribution Date pursuant to Section 3.08(b). Subject to the limitations set forth in Section 9.05(b), the Trustee Fee. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund DLJMC and held harmless against any loss, liability or expense (not including reasonable attorney's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, disbursements and advances incurred (b) the Certificates, (c) the Custodial Agreement, (d) the Terms Agreement or made by (e) the Trustee including the compensation and the expenses and disbursements performance of its agents and counsel, in the ordinary course 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 accordance with any tax return prepared by a Servicer. Such indemnity shall survive the provisions termination of this Agreement) incurred by Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in connection with writing by DLJMC and the Trustee and subject to the limitation set forth in this Section 9.05(b), and except for any Servicer Event of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer or legal action appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder, (C) printing and engraving expenses in connection with preparing any Definitive Certificates and (D) any other reasonable expenses incurred other than in the acceptance or administration ordinary course of its obligations and business by the Trustee in connection with its duties under this Agreementhereunder. Except as otherwise provided herein, other than the Trustee shall not be entitled to payment or reimbursement for any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the routine ongoing expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence the Trustee in the performance ordinary course of its duties as Trustee, Tax Matters Person or Paying Agent hereunder or by reason of reckless disregard of its respective 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 for 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 timeexpenses. (b) The Servicer agrees Notwithstanding anything to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer's obligations and duties under contrary in this Agreement. Such indemnity , DLJMC shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer not be obligated to pay to the Trustee shall be from more than, in the Servicer's own fundsaggregate, without reimbursement from the Trust Fund therefor. The provisions of this $75,000 pursuant to Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee9.05(a) hereof.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee shall pay a portion of the Trustee Fee to the Custodian as compensation for the Custodian's services under the Custodial Agreement in accordance with a separate fee schedule between the Custodian and the Trustee. In addition, the Trustee shall pay the Custodian amounts from the Distribution Account as set forth below. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 23 of the Custodial Agreement; provided, however, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.. 120

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (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) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no obligation to incur additional expenses for which reimbursement is limited pursuant to this 141 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach of the Master Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Master Servicer shall pay any annual rating agency fees of this Section 8.05 shall survive the termination S&P and Fitch for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch, Xxxxx'x and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. 146 (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any 116 pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(a)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's obligations and duties under this Agreement or the Swap 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination DCR, Moody's and S&P for ongoing surveilxxxxx xrom its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Cap Contracts Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the either Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn 's obligations under Article X hereof. It is understood by the Trustee from parties hereto that a "claim" as used in the Distribution Account at preceding sentence includes any timeclaim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. (b) The Each Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the such Master 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 either Master Servicer to the Trustee shall be from the such Master Servicer's own funds, without reimbursement from the Trust Fund REMIC I therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee shall pay a portion of the Trustee Fee to the Custodian as compensation for the Custodian's services under the Custodial Agreement in accordance with a separate fee schedule with the Custodian. In addition, the Trustee shall pay the Custodian amounts from the Distribution Account as set forth below. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 23 of the Custodial Agreement; provided, however, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 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 As a limitation on the Servicer foregoing with respect to certain expenses of the Trustee, the Trustee shall be from the Servicer's own funds, without reimbursement receive from the Trust Fund thereforamounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The provisions of Trustee shall have no obligation to incur additional expenses for which reimbursement is limited pursuant to this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal paragraph in excess of the Trusteeaggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such 153 Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. The Trustee shall be entitled to the Trustee Fee (awhich 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 the Trustee in the exercise and performance of any of the powers and duties hereunder. The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by in accordance with the Trust Fund distributions set forth in Section 4.01(a) and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counselany agents, in attorneys or custodians by or through which the ordinary course Trustee has chosen to execute any of the Trustee's performance in accordance with trusts or powers hereunder or perform any of the provisions of this Agreementduties hereunder) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d11.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn by 's obligations under Article XI hereof. In the event the Trustee incurs expenses or renders services in any proceedings which result from the Distribution Account at occurrence or continuance of a Servicing Termination Event under Section 7.01(iii), (iv) or (v) hereof, or from the occurrence of any event which, by virtue of the passage of time. (b) , would become such a Servicing Termination Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer to the extent such acts or omissions are not consistent with the performance of the Master 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 indemnity payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor; provided however, if a Servicer Termination Event has occurred pursuant to Section 7.01(iii), (iv) or (v) and shall not have been remedied, then such indemnity payment may be reimbursed by the Trust Fund in accordance with Section 4.01(a)(x). The provisions of this Section 8.05 shall survive If the termination of Trustee is not paid from amounts available in the Distribution Account, the Trustee agrees to perform its duties under this Agreement or the earlier resignation or removal notwithstanding nonpayment of the Trusteefees.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from be compensated by the Distribution Account on each Distribution Date and pay to itself Master Servicer as separately agreed with the Trustee FeeMaster Servicer. The Trustee, or 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 Trust Fund and held harmless against any loss, liability or expense (not including expensesreasonable attorney's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement (b) the Mortgage Loans or (c) the Certificates, disbursements and advances other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, negligence in the ordinary course 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 accordance with the performance of any of the Trustee's duties hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, (iv) resulting from any error in any tax or information return prepared by the Master Servicer, and (v) arising out of, or in connection with, the provisions set forth in Section 2.01(d) hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of this Agreement) such paragraph, 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 in connection with hereunder. Without limiting the foregoing, and except for any Servicer Event such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, or which would not be an "unanticipated expense" within the meaning of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer, appraiser or legal action other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with the acceptance or administration of preparing any Definitive Certificates. The Trust shall fulfill its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting paragraph from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant amounts on deposit from time to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence time in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 timeAccount. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel, ) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (up to a limit of $600,000 per calendar year so long as any notes issued pursuant to the Indenture 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent 146 of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's obligations and duties under this Agreement or the Swap 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof; provided, however, that unless a Certificate Insurer Default exists, the Trustee shall notify the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights of the Trustee to indemnification) and such indemnification by the Trust Fund shall be preconditioned on the Trustee's duty (a) to allow the Certificate Insurer to control the defense or settlement of any such action and (b) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (1) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such action, the Trustee shall have the right to act on its own in defending the action until such time as the Certificate Insurer assumes control of the defense, (2) the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (3) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification and the Trustee would not be fully released from liability with respect to such action as a result of such settlement. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any timetime subject to a maximum amount of $150,000 in any calendar year. Any such amounts due to the Trustee, or any director, officer, employee or agent of the Trustee, in excess of $150,000 in such calendar year shall be reimbursable pursuant to Section 4.01(a)(2)(vi). (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Xxxxx'x and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account as its fee (the "Trustee Fee"). The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Home Equity Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. (b) As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from REMIC I amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (c) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. (d) The Trustee shall pay any annual rating agency fees of Xxxxx'x and Fitch for ongoing surveillance from its own funds without right of reimbursement. (e) The Trustee shall deliver to the Depositor and each Holder of a Non-Offered Certificate a report detailing all payments from REMIC I made with respect to Legal Fees on account of Third-Party Claims. The provisions of this Section 8.05 report shall survive the termination of this Agreement or the earlier resignation or removal of the Trusteebe delivered monthly, promptly following any month in which such payments were made.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(a)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's obligations and duties under this Agreement or the Swap 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee Servicer shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of and the Trustee shall be indemnified entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the Trust Fund compensation of a trustee of an express trust) for all services rendered by it and held harmless against in the execution of the trusts created by this Agreement, and in the exercise and performance of any loss, liability of the Trustee's powers and duties under this Agreement. The Servicer shall pay or expense (not including reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel, of all persons not regularly in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreementits employ) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Agreement except any such expense, disbursement or advance as may be attributable to its capacity as successor Servicer)willful misfeasance, defaultnegligence or bad faith. (b) The Depositor shall indemnify the Trustee (which for purposes of this subsection (b) shall include its directors, claim officers, employees and agents) for, and shall hold it harmless against, any loss, liability or legal action expense incurred without willful misfeasance, negligence or any pending or threatened claim or legal action bad faith on its part, arising out of or in connection with the acceptance or administration of its obligations this Agreement and duties under this the Trust and the trusts created by the Reimbursement Agreement, other than including the costs and expenses of defending itself against any loss, claim or liability in connection with the exercise or expense (i) resulting from a breach performance of the Servicer's obligations and any of its powers or duties under this Agreement and or the Mortgage Loans (for which Reimbursement Agreement. Additionally, the Servicer shall indemnify Depositor, pursuant to Section 8.05(b))12.2, (ii) for and the expenses of preparing and filing Tax Returns Servicer, pursuant to Section 10.01(d) or (iii) any loss13 .2, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Servicer agrees to shall indemnify the Trustee fromwith respect to certain matters, and hold Certificateholders, pursuant to Section 15.4, shall upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. In the event that the Depositor fails to pay the amounts it harmless againstis obligated to pay to the Trustee pursuant to this Section 15.7(b), any loss, liability or expense resulting the Trustee shall be entitled to receive such amounts from a breach of the Servicing Fee prior to the payment thereof to the Servicer's obligations and duties . The indemnification provided under this Agreement. Such indemnity Section 19.7 shall survive the termination or discharge of this Agreement and the removal or 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d4.08 or 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 its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee and any income and gain realized from the investment of funds deposited in the Distribution Account. The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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))Trustee is indemnified by the Master Servicer, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Depositor shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to 140 perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 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 As a limitation on the Servicer foregoing with respect to certain expenses of the Trustee, the Trustee shall be from the Servicer's own funds, without reimbursement receive from the Trust Fund thereforamounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The provisions of Trustee shall have no obligation to incur additional expenses for which reimbursement is limited pursuant to this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal paragraph in excess of the Trusteeaggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account Trustee's Fees on each Distribution Date and pay to itself from the Trustee FeeDistribution Account. The Trustee, or Trustee and any director, officer, employee employee, attorney or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, expenses and disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (including, without limitation, the performance of its duties under Sections 7.01 and 7.02 hereof), other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d11.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article XII hereof. The Master Servicer agrees to indemnify the Trustee and any director, officer, employee, attorney or agent of the Trustee from, and hold it them harmless against, any loss, liability or expense resulting from a breach arising in respect of the such Master Servicer's obligations acts or omissions in connection with this Agreement and duties under this Agreementthe Mortgage Loans serviced by such Master Servicer. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement or the Cap Contracts, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) 119 or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective 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 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 Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination DCR, Fitch and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn 's obligations under Article X hereof. It is understood by the Trustee from parties hereto that a "claim" as used in the Distribution Account at preceding sentence includes any timeclaim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund REMIC I therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 163 received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Master Servicer shall pay such fees. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (including reasonable fees and expenses of its counsel, but not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from that constitutes a breach specific liability of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify Trustee pursuant to Section 8.05(b)), Article XI or (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach of the Trustee, may have hereunder in its capacity as such, may be withdrawn by 's obligations under Article XI hereof. In the event the Trustee incurs expenses or renders services in any proceedings which result from the Distribution Account at occurrence or continuance of a Servicing Termination Event under Section 7.01(iii), (iv) or (v) hereof, or from the occurrence of any event which, by virtue of the passage of time. (b) , would become such a Servicing Termination Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach arising in respect of the such Master Servicer's obligations acts or omissions in connection with this Agreement and duties under this Agreementthe Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any indemnity payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel, ) in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's ’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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee shall pay, from its own funds, the Custodian Fee as compensation for the Custodian's services under the Custodial Agreement as separately agreed to with the Custodian. In addition, the Trustee shall pay the Custodian amounts from the Certificate Account as set forth below. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 24 of the Custodial Agreement; provided, however, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian's reckless disregard of its obligations and duties under the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the either Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Each Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the such Master 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 either Master Servicer to the Trustee shall be from the such Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination Fitch and S&P for ongoing surveillance from its own funds without right of this Agreement or the earlier resignation or removal of the Trusteereimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter hereto the Cap Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the 122 Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Swap Agreement and Cap Agreements) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or 133 negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall be entitled to withdraw from the Distribution Account Account, pursuant to Section 3.11(b), on each Distribution Date and pay to itself the Trustee Fee. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a any breach of the Servicer's obligations and duties under in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(g) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. Any amounts payable to the Trustee, hereunder or any director, officer, employee or agent as a result of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent a breach 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) 's obligations under Article X hereof. The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a arising in respect of any breach by the Servicer of the Servicer's its obligations and duties under in connection with 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 REMIC I therefor. . (b) The provisions of this Section 8.05 Depositor shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at anytime insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer's obligations and duties under actions or omissions in connection with this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b))Loans, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of the Trustee's obligations under Article X hereof. It is understood by the parties hereto that a "claim" as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 3.2 of the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. (b) The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions Trustee shall pay any annual rating agency fees of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the TrusteeDCR, Moody's and S&P for ongoing surveillance from its own funds without rixxx xx reimbursement.

Trustee's Fees and Expenses. The Trustee, as compensation for its activities hereunder, shall be entitled to (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay prior to itself making distributions pursuant to Section 4.02 an amount equal to the Trustee FeeFee for such Distribution Date and (b) investment earnings on amounts on deposit in the Certificate Account. The Trustee, or Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund 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 (not including reasonable attorney's fees and expenses, disbursements and advances ) (i) incurred in connection with any claim or made by the Trustee legal action relating to (a) this Agreement (including the compensation and the expenses and disbursements of its agents and counsel, provisions set forth in the ordinary course last sentence of Section 2.01(a)), (b) the Custodial Agreements, (c) the Certificates, or (d) the performance of any of the Trustee's duties hereunder (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 in accordance 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; 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 related Servicer. Such indemnity shall survive the termination of this Agreement) incurred Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Trustee in connection with Depositor and the Trustee, and except for any Servicer Event of Default (not including 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 capacity as successor Servicer)counsel not associated with the closing of the issuance of the Certificates, default(B) the reasonable compensation, claim expenses and disbursements of any accountant, engineer or legal action appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or any pending or threatened claim or legal action arising out of or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the acceptance Trustee shall not be entitled to payment or administration of its obligations and duties under this Agreement, other than reimbursement for any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the routine ongoing expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence the Trustee in the performance ordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or by reason of reckless disregard of its respective 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 for 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 timeexpenses. (b) The Servicer agrees to indemnify the 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. 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Certificate Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee shall pay, from its own funds, the Custodian Fee as compensation for the Custodian’s services under the Custodial Agreement as separately agreed to with the Custodian. In addition, the Trustee shall pay the Custodian amounts from the Certificate Account as set forth below. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement or the Swap Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer's ’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify indemnifies pursuant to Section Sections 8.05(b) and 10.03(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder. It is understood by the parties hereto that a “claim” as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 24 of the Custodial Agreement; provided, however, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian’s reckless disregard of its obligations and duties under the Custodial Agreement. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Certificate Account at any time. (b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) resulting from a breach of the Servicer's ’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 ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the 120 Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this AgreementAgreement (up to a limit of $600,000 per calendar year), 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements and the Swap Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or 190 other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Assignment) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third‑party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried‑forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall have no 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 the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit. (b) The Without limiting the Master Servicer’s indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's ’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 under this Section 8.05(b) made by the Master Servicer to the Trustee shall be from the Master Servicer's ’s own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee and, to the extent that the funds therein are at any time insufficient for such purpose, the Depositor shall pay such fees. The Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund REMIC I and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made 132 by the Trustee including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunderhereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, 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 hold it harmless against, any loss, liability or expense resulting from a breach of the Master 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor. . (c) The provisions of this Section 8.05 Master Servicer shall survive the termination of this Agreement or the earlier resignation or removal pay any annual rating agency fees of the TrusteeRating Agencies for ongoing surveillance from its own funds without right of reimbursement.

Trustee's Fees and Expenses. Indemnity(a). (a) The Trustee shall withdraw from acknowledges that in consideration of the Distribution Account on each Distribution Date and pay to itself services rendered by the Trustee Feein the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.05(a) (which shall not be limited by any provision of law in regard to the compensation of a trustee of any express trust). Additionally, the Trustee hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket 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). Notwithstanding any other provision of this Agreement to the contrary, the Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement, the Certificates or incurred in connection with the administration of the Trust, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee's reckless disregard of obligations and duties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor shall not pay any of the Trustee's fees and expenses in connection with this transaction. (b) The TrusteeTrust Fund, or the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund Servicer and held harmless against any loss, liability liability, claim, damage or expense (not including expensesarising out of, disbursements and advances incurred or made by imposed upon the Trust or the Trustee including through the compensation and the expenses and disbursements Servicer's acts or omissions in violation of its agents and counsel, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from 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)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee's reckless disregard of its respective obligations and duties hereunder. Any amounts payable to The Servicer shall immediately notify the Trustee, the Servicer, the Depositor and all Certificateholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or any directordecree which may be entered against the Servicer, officerthe Depositor, employee or agent of the Trustee and/or any Certificateholder in respect of such claim. The obligations of the indemnification provided by Servicer under this paragraph (a), or pursuant Section 9.05 arising prior to any other right of reimbursement from the Trust Fund that the Trustee, resignation or any director, officer, employee or agent termination of the Trustee, may have Servicer 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 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 , termination of the Servicer and payment of the Certificates, and shall extend to any co-trustee or separate trustee appointed pursuant to this Article IX. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee shall be from liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer's own funds, without reimbursement from the Trust Fund therefor. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal Trustee has been advised of the Trusteelikelihood of such loss or damage and regardless of the form of action.

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 shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee FeeFee for such Distribution Date 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. The Trustee, or and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee's ’s performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations (including, without limitation, its obligation to enter into the Cap Agreements and the Swap Agreement) and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach in any way relating to the failure of the Servicer's obligations Master Servicer to perform its duties and duties under this Agreement and service the Mortgage Loans (for which in compliance with the Servicer shall indemnify pursuant to Section 8.05(b))terms of this Agreement, (ii) for that constitutes a specific liability of the expenses of preparing and filing Tax Returns Trustee pursuant to Section 10.01(d10.01(c) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its respective obligations and duties hereunder, including as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, Trustee or any director, officer, employee or agent of the Trustee, 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 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 As a limitation on the Servicer foregoing with respect to certain expenses of the Trustee, the Trustee shall be from the Servicer's own funds, without reimbursement receive from the Trust Fund thereforamounts with respect to indemnification for counsel fees and expenses (collectively, “Legal Fees”) in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, “Third Party Claims”) in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The provisions of Trustee shall have no obligation to incur additional expenses for which reimbursement is limited pursuant to this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal paragraph in excess of the Trusteeaggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

Trustee's Fees and Expenses. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date Certificate --------------------------- Administrator covenants and agrees to pay to itself the Trustee Fee. The Trusteefrom time to time, or any director, officer, employee or agent of and the Trustee shall be indemnified entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the Trust Fund compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and held harmless against in the exercise and performance of any lossof the powers and duties hereunder of the Trustee, liability and the Certificate Administrator will pay or expense (not including expenses, reimburse the Trustee upon its request for all reasonable expenses or disbursements and advances incurred or made by the Trustee and relating to or arising out of the Certificate Administrator's obligations pursuant to Sections 2.10, 2.11, 2.12, 3.14, 3.21 or 5.05 hereof (including the reasonable compensation and the expenses and disbursements of its agents counsel and counselof all persons not regularly in its employ relating to the foregoing) except any such expense, in disbursement or advance as may arise from its negligence or bad faith or which is the ordinary course responsibility of Certificateholders hereunder. In addition, the Trustee's performance in accordance with the provisions of this Agreement) incurred by Certificate Administrator covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any Servicer Event of Default (not including expenses, disbursements and advances incurred or made by the Trustee in its capacity as successor Servicer), default, claim or legal action or any pending or threatened claim or legal action arising out of or in connection with relating to the acceptance or administration of its obligations and duties under this Agreement, foregoing other than any loss, liability or expense (i) resulting from a breach of the Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee's reckless disregard of its respective 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 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 Servicer covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses or disbursements incurred or made by the Trustee in accordance with any of the provisions of this Agreement other than those arising out of the Certificate Administrator's obligations pursuant to Sections 2.10, 2.11, 2.12, 3.14, 3.21 or 5.05 hereof (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ relating to the foregoing) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. Any payments or reimbursements made by the Servicer pursuant to this Section 9.05(b) shall not be made from the assets of the Trust. In addition, the Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to the foregoing other than any loss, liability or expense resulting from a breach incurred by reason of willful misfeasance, bad faith or negligence of the ServicerTrustee in the performance of its duties hereunder or by reason of the Trustee's reckless disregard of obligations and duties under this Agreement. Such indemnity hereunder. (c) This section 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. The provisions of this Section 8.05 shall survive the termination of this Agreement or the earlier resignation or removal of the Trusteeany Trustee hereunder.