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

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or hereunder, (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (z) which would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (iv) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 Issuing Entity and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust Issuing Entity for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Issuing Entity shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (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 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated entitled to the Trustee Fee as separately agreed with compensation for all services rendered by it in the Master Servicer. The Trustee and any director, officer, employee, agent or “control person” within the meaning execution of the Securities Act trusts created and in the exercise and performance of 1933any of the powers and duties hereunder of the Trustee. In addition, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified and held harmless by the Trust Fund (and held harmless against any lossaccordingly will be entitled to recover from the Master Servicer Collection Account pursuant to Section 4.03(c) or the Distribution Account) for all liabilities, liability or expense losses, costs, reasonable out-of-pocket expenses, disbursements and advances (including reasonable attorney’s feesunder Section 9.01(f)) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) and the Mortgage Loans or (c) expenses of the Certificates, (ii) incurred Trustee in connection with the performance of its duties and obligations and the exercise of its rights under this Agreement, the Certificates, the Yield Maintenance Agreement, the Custodial Agreement, the Mortgage Loans, any Event of the Trustee’s duties hereunderDefault, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. Such indemnity shall survive the termination breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the resignation or removal Trustee in the administration of the Trustee hereunder. Without limiting trusts hereunder (including the foregoingreasonable compensation, expenses and disbursements of its counsel) except for any such liability, loss, cost, expense, disbursement or advance as may arise from the Trustee’s its negligence, bad faith or willful intentional misconduct. If such funds are insufficient therefor, or which would any such insufficiency shall be recoverable from the Depositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an “unanticipated expense” within express trust. The indemnification set forth herein shall survive the meaning resignation or removal of the second preceding sentence, Trustee and 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 termination of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution AccountAgreement.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (iv) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) resulting form any error in any tax or information return prepared by the Master Servicer, and (iiiiv) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated by the Master Servicer as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (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 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or hereunder, (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (z) which would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and (iii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or hereunder, (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (z) which would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and (iii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee Trustee, as compensation for its activities hereunder, shall be compensated as separately agreed with entitled to withdraw from the Master ServicerCertificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee, employee or agent or “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 Depositor and the Servicer, to the extent such indemnity related to the failure of the Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Custodial Agreement, (c) the Certificates, or (iid) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the 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 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Except as otherwise provided herein, the Trustee shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the Distribution Accountordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) resulting from any error in any tax or information return prepared by the Master Servicer, and (iiiiv) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and 1.860G 1(b)(3)(ii), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (iv) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the acceptance of and performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders or (iv) that results from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, employee or agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or hereunder, (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (z) which would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph such indemnification obligation from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “"unanticipated expense incurred by the REMIC” " within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (iv) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with Servicer agrees to pay to the Master Servicer. The Trustee and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amendedTrustee, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified entitled to, reasonable compensation as is agreed upon in writing between the Trustee and the Servicer (which shall not be limited by any provision of law in regard to the Trust compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created by this Agreement and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the exercise and performance of any of the powers and duties under this Agreement as Trustee’s duties hereunder, other than any loss, liability and the Servicer shall pay or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of reimburse the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) including the reasonable compensation fees and the expenses and disbursements of its counsel not associated agents, any co-trustee and counsel) or in defense of any action brought against it in connection with this Agreement except any such expense, disbursement, or advance as may arise from its negligence, willful misfeasance or bad faith. The Servicer shall indemnify the Trustee, its officers, directors, agents and employees for, and hold it, and its officers, directors, agents and employees harmless against, any loss, liability, cost or expense, arising out of or in connection with the closing of the issuance of the Certificatestransactions contemplated by this Agreement PROVIDED, (B) the reasonable compensationthat such loss, expenses and disbursements of any accountantliability, engineercost, appraiser or other agent that expense is not regularly employed caused by the Trustee's negligence, willful misconduct or bad faith. The Servicer's covenant to pay the extent that expenses, disbursements and advances provided for in the second preceding sentence, the Servicer's indemnification of the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time provided for in the Distribution Accountpreceding sentence and the Servicer's indemnity pursuant to Section 8.2 shall survive the termination of this Agreement.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders or (iv) that results from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (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 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee Trustee, as compensation for its activities hereunder, shall be compensated as separately agreed with entitled to withdraw from the Master ServicerCertificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee, employee or agent or “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 Depositor and the Servicer, to the extent such indemnity related to the failure of the Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Custodial Agreement, (c) the Certificates, or (iid) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the 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 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage 120 such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Except as otherwise provided herein, the Trustee shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the Distribution Accountordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or for any other expenses.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with Servicer agrees to pay to the Master Servicer. The Trustee and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amendedTrustee, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified entitled to, reasonable compensation as is agreed upon in writing between the Trustee and the Servicer (which shall not be limited by any provision of law in regard to the Trust compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created by this Agreement and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the exercise and performance of any of the powers and duties under this Agreement as Trustee’s duties hereunder, other than any loss, liability and the Servicer shall pay or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of reimburse the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) including the reasonable compensation fees and the expenses and disbursements of its counsel not associated agents, any co-trustee and counsel) or in defense of any action brought against it in connection with this Agreement except any such expense, disbursement, or advance as may arise from its negligence, willful misfeasance or bad faith. The Servicer shall indemnify the Trustee, its officers, directors, agents and employees for, and hold it, and its officers, directors, agents and employees harmless against, any loss, liability, cost or expense, arising out of or in connection with the closing of the issuance of the Certificatestransactions contemplated by this Agreement provided that such loss, (B) the reasonable compensationliability, expenses and disbursements of any accountantcost, engineer, appraiser or other agent that expense is not regularly employed caused by the Trustee's negligence, to the extent that the Trustee must engage such Persons to perform acts willful misconduct or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesbad faith. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time Servicer's covenant to time pay the expenses, disbursements and advances provided for in the Distribution Accountpreceding sentence and the Servicer's indemnity pursuant to Section 8.2 shall survive the termination of this Agreement.

Trustee's Fees and Expenses. The Trustee shall be compensated by the Trust Administrator as separately agreed with the Master Serviceragreed. The Trustee and any director, officer, employee, employee or agent or “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 Depositor and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Certificates, or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasancemisconduct , bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders 121 and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Except as otherwise provided herein, the Trustee shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the Distribution Accountordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The As compensation for its activities under this Agreement, the Trustee shall be compensated as separately agreed with may withdraw from the Master ServicerDistribution Account on each Distribution Date the Trustee Fee for the Distribution Date and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee Trustee, each Custodian and any director, officer, employee, or agent or “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 or the applicable Custodian shall be indemnified by the Trust Fund and held harmless against any loss, liability liability, or expense (including reasonable attorney’s attorneys’ fees) (i) incurred in connection with any claim or legal action relating to to: (a) this Agreement, , (b) the Mortgage Loans or Certificates, or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s or the applicable Custodian’s duties hereunderunder this Agreement, other than any loss, liability liability, or expense (xi) resulting from any breach of the Servicer’s obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (ii) incurred by reason because of willful misfeasance, bad faith faith, or negligence in the performance of any of the Trustee’s or the applicable Custodian’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholdersunder this Agreement. Such This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunderunder this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement disbursement, or advance as may arise arising from the Trustee’s negligence, bad faith faith, or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentencemisfeasance, the Trustee Trust Fund shall be reimbursed by pay or reimburse the Trust Trustee, for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: : (A) the reasonable compensation and the expenses compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, ; (B) the reasonable compensation, expenses expenses, and disbursements of any accountant, engineer, or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons them to perform acts or services hereunder and under this Agreement; and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Except as otherwise provided in this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall fulfill not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its obligations duties as Trustee, Registrar, or paying agent under this paragraph from amounts on deposit from time to time in the Distribution AccountAgreement or for any other expenses.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and ), (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (iv) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, 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 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time-to-time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with Servicer agrees to pay to the Master Servicer. The Trustee and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amendedTrustee, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified entitled to, reasonable compensation as is agreed upon in writing between the Trustee and the Servicer (which shall not be limited by any provision of law in regard to the Trust compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created by this Agreement and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the exercise and performance of any of the powers and duties under this Agreement as Trustee’s duties hereunder, other than any loss, liability and the Servicer shall pay or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of reimburse the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and advances (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) including the reasonable compensation fees and the expenses and disbursements of its counsel not associated agents, any co-trustee and counsel) or in defense of any action brought against it in connection with this Agreement except any such expense, disbursement, or advance as may arise from its negligence, willful misfeasance or bad faith. The Servicer shall indemnify the Trustee, its officers, directors, agents and employees for, and hold it, and its officers, directors, agents and employees harmless against, any loss, liability, cost or expense, arising out of or in connection with the closing of the issuance of the Certificatestransactions contemplated by this Agreement provided that such loss, (B) the reasonable compensationliability, expenses and disbursements of any accountantcost, engineer, appraiser or other agent that expense is not regularly employed caused by the Trustee’s negligence, to the extent that the Trustee must engage such Persons to perform acts willful misconduct or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificatesbad faith. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time Servicer’s covenant to time pay the expenses, disbursements and advances provided for in the Distribution Accountpreceding sentence and the Servicer’s indemnity pursuant to Section 8.2 shall survive the termination of this Agreement.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “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 Issuing Entity and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (d) the Trust Agreement or (e) any Assignment Agreement, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunderhereunder or under the Trust Agreement or any Assignment Agreement, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust Issuing Entity for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Issuing Entity shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master ServicerTrust Administrator. The Trustee and any director, officer, employee, employee or agent or “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 Depositor and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Certificates, or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated by the Trust Administrator as separately agreed with the Master Serviceragreed. The Trustee and any director, officer, employee, employee or agent or “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 115 indemnified by the Trust Depositor and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Certificates, or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Except as otherwise provided herein, the Trustee shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the Distribution Accountordinary course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i's fees)(i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or hereunder, (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (z) which would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), and (iii) resulting from any error in any tax or information return prepared by the Master Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. The Trustee shall be compensated by the Trust Administrator as separately agreed with the Master Serviceragreed. The Trustee and any director, officer, employee, employee or agent or “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 Depositor (or, if the Depositor fails to do so, from the Trust Fund) and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, the Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement, any Designated Servicing Agreement, or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s duties hereunderhereunder or under any Custodial Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, other than any loss, liability or expense (x) incurred by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the 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 which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates; provided, however, that if the Depositor fails to pay or reimburse the Trustee for such expense, such expense will be paid or reimbursed from the Trust Fund. The Trust Except as otherwise provided herein, the Trustee shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the Distribution Accountordinary course of its duties as Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trustee's Fees and Expenses. (a) The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee and any director, officer, employee, agent or “control person” within the meaning Servicer on behalf of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), Holder of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) Certificate agrees: (i) incurred to pay to the Trustee, pursuant to Section 6.06(b)(vi) or 6.06(c)(vi), as applicable, on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in connection with any claim or legal action relating regard to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, compensation of a trustee of an express trust); (ii) incurred in connection with except to the performance of any of extent otherwise expressly provided herein, to reimburse the Trustee’s duties hereunder, other than any losspursuant to Section 6.06(b)(vii) or 6.06(c)(vii), liability or expense (x) incurred by reason of willful misfeasanceas applicable, bad faith or negligence in the performance of any of the Trustee’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Agreement with respect to: (A) including the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountantof its agents and counsel), engineerexcept any such expense, appraiser disbursement or other agent advance as may be attributable to its gross negligence or willful misconduct; provided, that is not regularly employed by for purposes of this clause (ii), such expenses, disbursements and advances shall be limited to an aggregate amount of $75,000; and (iii) to reimburse the Trustee, pursuant to Section 6.06(b)(xii) or 6.06(c)(xv), as applicable, for all reasonable expenses, disbursements and advances that would have been paid pursuant to Section 12.07(a)(ii) but for the extent that the Trustee must engage such Persons to perform acts or services hereunder and $75,000 limitation. (Cb) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its Servicer's obligations under this paragraph from amounts on deposit Section 12.07 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee. The Trustee shall not be entitled to any other or additional compensation or reimbursement, except as expressly provided herein or as otherwise agreed from time to time time. (c) Subject to Section 12.09, the failure by the Servicer to pay to the Trustee any compensation or other expenses shall not relieve the Trustee of its obligations hereunder. (d) In the event the Trustee performs services or incurs expenses in the Distribution Account.context of a proceeding described in Sections 11.01(a)(iv), 11.01(a)(v) or 11.01(a)(vii), the fees for such services and such expenses shall be considered

Trustee's Fees and Expenses. The Trustee shall be compensated as separately agreed with the Master Servicer. The Trustee By execution and any director, officer, employee, agent or “control person” within the meaning delivery of the Securities Act of 1933Agreement, as amendedthe Servicer shall covenant and agree to pay to the Trustee, and the Securities Exchange of 1934, as amended (“Control Person”), of 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 in the execution of the trusts created by the Trust Agreement and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the exercise and performance of any of the Trustee’s powers and duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in under the performance of any Agreement of the Trustee’s duties hereunder , and the Servicer shall pay or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of reimburse the Trustee taken at the direction of the Certificateholders. 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 be an “unanticipated expense” within the meaning of the second preceding sentence, the Trustee shall be reimbursed by the Trust upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not associated regularly in its employ) incurred or made by the Trustee under the Agreement (including expenses, disbursements, and advances incurred in defense of any action brought against it in connection with the closing of the issuance of the CertificatesAgreement) except any such expense, (B) the reasonable compensationdisbursement, expenses and disbursements of any accountantor advance as may arise from its negligence, engineerwillful misfeasance, appraiser or other agent bad faith or that is not regularly employed by the Trustee, responsibility of Certificateholders under the Agreement. The Servicer's obligation to pay such compensation and expenses shall survive the termination of such Servicer to the extent that such obligation is a result of services rendered prior to such Servicer's termination. Additionally, the Servicer, pursuant to Section 20.8, shall indemnify the Trustee must engage such Persons with respect to perform acts or services hereunder certain matters, and (C) printing and engraving expenses in connection with preparing any Definitive CertificatesCertificateholders, pursuant to Section 22.3, shall upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. The Trust provisions of this Section 20.7 shall fulfill its obligations under survive the termination of this paragraph from amounts on deposit from time to time in Agreement and the Distribution Accountresignation or removal of the Trustee.

Trustee's Fees and Expenses. The Trustee Trustee, as compensation for its activities hereunder, shall be compensated as separately agreed with entitled to withdraw from the Master ServicerCertificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date. The Trustee and any director, officer, employee, employee or agent or “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 Depositor and the Servicer, to the extent such indemnity related to the failure of the Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Custodial Agreement, (c) the Certificates, or (iid) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the 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 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.Definitive

Trustee's Fees and Expenses. The As compensation for its activities hereunder, the Trustee shall be compensated as separately agreed with entitled to retain or withdraw from the Master ServicerDistribution Account an amount equal to any accrued and unpaid Trustee Compensation. The Trustee and any director, officer, employee, agent or “"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 and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Trust Assets or (c) the Certificates, other than any such loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee's duties hereunder, (ii) incurred in connection with the performance of any of the Trustee’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “"unanticipated expense incurred by the REMIC” " within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders. 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 's negligence, bad faith or willful misconduct, or which would not 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 counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trustee's Fees and Expenses. (a) The Trustee shall be compensated entitled to the Trustee Fee on each Distribution Date, as separately agreed with the Master Servicercompensation for its activities hereunder. The Trustee and any director, officer, employee, employee or agent or “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 Seller and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, Agreement or (b) the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with the performance of any of the Trustee’s 's duties or the exercise of any of the Trustee's rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii) incurred resulting from any error in any tax or information return prepared by reason of any action of the Trustee taken at the direction of the CertificateholdersMaster Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, except as otherwise agreed upon in writing by the Seller and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within reimburse the meaning of the second preceding sentenceTrustee, the Trustee shall be reimbursed by the Trust for all reasonable and unanticipated expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect including, but not limited to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trustee, to the extent that the Trustee must engage such Persons persons to perform acts or services hereunder and hereunder, (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time Certificates and (D) expenses incurred pursuant to time in the Distribution AccountSection 3.