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

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. SMS shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with this Agreement, the Trust Swap Agreement, the Cap Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement, the Swap Agreement or the Cap Agreement, or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under this Agreement, the Trust Swap Agreement or the Cap Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. SMS shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with this Agreement, the Trust Swap Agreement, the Cap Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement, the Swap Agreement or the Cap Agreement, or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under this Agreement, the Trust Swap Agreement or the Cap Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant The Servicer agrees to pay to the Trust AgreementTrustee, and the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement entitled to, reasonable compensation as is agreed upon in writing between the Trustee and the Securities Administrator. The Servicer (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 this Agreement and in the exercise and performance of any of the powers and duties under this Agreement as Trustee, and the Servicer shall pay or reimburse the Trustee shall be entitled to reimbursement upon its request for all reasonable expenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement advances (including but not limited to the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)its 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 disbursement, or advance as may arise from its negligence, willful misfeasance or bad faith, willful misconduct or breach of contract by . The Servicer shall indemnify the Trustee. The Trustee , its officers, directors, agents and any directoremployees for, officerand hold it, employee or agent of the Trustee shall be indemnified and held its officers, directors, agents and employees harmless by the Trust against against, any loss, liability liability, cost or expense thereof, including reasonable attorney’s fees, incurredexpense, arising out of or in connection with the Trust Agreementtransactions contemplated by this Agreement PROVIDED, any custody agreement or the Certificates, including, but not limited to, any that such loss, liability, cost, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of is not caused by the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, 's negligence, willful misconduct or breach of contract bad faith. The Servicer's covenant to pay the expenses, disbursements and advances provided for in the performance second preceding sentence, the Servicer's indemnification of duties under the Trust Agreement or by reason of reckless disregard of obligations Trustee provided for in the preceding sentence and duties under the Trust Agreement. The provisions of this Servicer's indemnity pursuant to Section 8.05 8.2 shall survive the resignation or removal termination of the Trusteethis Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made compensated by the Trustee in accordance Master Servicer as separately agreed with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the TrusteeMaster Servicer. The Trustee and any director, officer, employee employee, agent or agent “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trustee shall be indemnified by the Trust and held harmless by the Trust against any loss, liability or expense thereof, (including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense ) (i) incurred in connection with any claim or legal action against relating to (a) this Agreement (b) the Trust Mortgage Loans, (c) the Assignment Agreements or (d) the Trustee or any directorCertificates, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee’s duties hereunder, (ii) incurred in connection with the performance of any of the Trustee’s duties or the exercise of (or failure to exercise) its rights hereunder or under the Trust Agreement Assignment Agreements, other than any loss, liability or expense incurred by reason of reckless disregard willful misfeasance, bad faith or negligence in the performance of obligations and any of the Trustee’s duties under hereunder, or in the Trust Agreementexercise (or failure to exercise) any of the Trustee’s rights hereunder, (iii) incurred by reason of any action of the Trustee taken at the direction of the Certificateholders, or (iv) resulting from any error in any tax or information return prepared by the Master Servicer, provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The provisions Such indemnity shall survive the termination of this Section 8.05 shall survive 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. Pursuant to the Trust AgreementThe Trustee, as compensation for all services rendered by the Trustee shall be paid out in the exercise and performance of any of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee powers and the Securities Administrator. The Trustee duties hereunder, shall be entitled to reimbursement withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trust Fund shall pay or reimburse the Trustee upon request on any Distribution Date for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement during the Trust Agreement related Due Period (including but not limited to Section 7.01 and Section 8.02(v) hereof and including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligencenegligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. On each such Distribution Date, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by entitled to withdraw from the Distribution Account the amount of such payment or reimbursement for such Distribution Date. In addition, the Trust against Fund shall indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense thereof, including reasonable attorney’s fees, incurred, arising out expenses incurred by reason of its participation in the transactions contemplated hereby or in connection with any legal action relating to this Agreement, the Trust Agreement, any custody agreement Fund or the Certificates, including, but not limited towithout limitation, any such lossall reasonable attorneys' and consultants' fees, liabilityexpenses and court costs, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence of contract the Trustee in the performance of its duties under the Trust Agreement hereunder or by reason of the Trustee's reckless disregard of obligations and duties under the Trust Agreementhereunder. The provisions This section shall survive termination of this Section 8.05 shall survive Agreement and the resignation or removal of the TrusteeTrustee hereunder.

Trustee's Fees and Expenses. Pursuant to the Trust AgreementThe Trustee, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee as compensation for its activities hereunder, shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by (a) withdraw from the Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to the Trustee Fee for such Distribution Date and (b) investment earnings on amounts on deposit in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the TrusteeCertificate Account. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Depositor and the Servicers, to the extent such indemnity related to the failure of the related Servicer to perform its servicing obligations in accordance with this Agreement, and held harmless by the Trust against any loss, liability or expense thereof, (including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense fees and expenses) (i) incurred in connection with any claim or legal action against relating to (a) this Agreement (including the Trust or provisions set forth in the Trustee or any directorlast sentence of Section 2.01(a)), officer(b) the Custodial Agreements, employee or agent thereof(c) the Certificates, or (d) the performance of any of the Trustee’s duties under the Trust Agreement hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee’s duties under the Trust Agreement hereunder or incurred by reason of reckless disregard any action of obligations the Trustee taken at the direction of the Certificateholders; provided, however, with respect to the provisions set forth in the last sentence of Section 2.01(a), such indemnification will be without regard to loss, liability or expense incurred by reason of any willful misfeasance, bad faith or negligence in the performance of any of the Trustee’s duties hereunder and duties under (ii) resulting from any error in any tax or information return prepared by the Trust Agreementrelated Servicer. The provisions Such indemnity shall survive the termination of this Section 8.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar or agent for the Tax Matters Person hereunder or for any other expenses.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. SMS shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with this Agreement, the Trust Cap Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement or the Cap Agreement, or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under this Agreement or the Trust Cap Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out entitled to (i) the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the Securities Administrator Fee by trusts created under the Securities Administrator pursuant to a separate agreement between Trust Agreement and in the exercise and performance of any of the powers and duties thereunder of the Trustee and the Securities Administrator. The Trustee shall be entitled to (ii) reimbursement for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteecontract. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to be paid from time to time reasonable compensation for all services rendered by it hereunder and under the Agreements (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); to reimbursement upon request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any provision of this Indenture and the provisions of the Trust Agreement Agreements (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(iiagents), except any such expense, disbursement or advance as may arise from be attributable to its negligence, negligence or bad faith, faith or willful misconduct or breach of contract trust; and, to the extent permitted by the Trustee. The Trustee and any directorlaw, officer, employee or agent of the Trustee shall to be indemnified for and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurredincurred without negligence or bad faith or willful misconduct or breach of trust on its part, arising out of or in connection with the Trust Agreementacceptance or administration of this trust or its duties hereunder, including the costs and expenses of defending itself against any custody agreement claim or the Certificates, including, but not limited to, any such loss, liability, or expense incurred liability in connection with any legal action against the Trust exercise or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the its powers or duties hereunder. The Trustee’s duties under the Trust Agreement other than any lossrights to compensation, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations reimbursement and duties under the Trust Agreement. The provisions of this Section 8.05 indemnity while serving as Trustee hereunder shall survive the resignation or removal of the Trustee or discharge of the Indenture or the Agreements. Any provision hereof to the contrary notwithstanding, if the Board fails to make any payment properly due the Trustee for its reasonable fees, costs, expenses and fees of attorneys, certified public accountants, recognized authorities in their field and agents (not employees of the Trustee) incurred in performance of its duties or for which the Trustee is entitled to indemnity, the Trustee may reimburse itself from any surplus moneys on hand in any fund or account created pursuant hereto, provided that application of funds upon an Event of Default shall be governed by Section 12.03 hereof.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. SMS shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with this Agreement, the Trust Swap Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement or the Swap Agreement, or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under this Agreement or the Trust Swap Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement agreement, the Step 2 Assignment Agreements or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementAgreement or that do not constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the TrusteeTrustee and the termination of the Trust Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust As compensation for its activities under this Agreement, on each Distribution Date the Trustee shall be paid out may withdraw from the Distribution Account income from funds invested in Permitted Investments in the Distribution Account. The amount of any losses incurred in the Distribution Account in respect of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall investments will be entitled to reimbursement for all reasonable expenses and disbursements incurred or made deposited by the Trustee in accordance with any of into the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements Distribution Account out of its counsel and of all persons not regularly in its employ) so long own funds immediately as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteerealized. The Trustee and any director, officer, employee employee, or agent of the Trustee shall be 105 indemnified and held harmless by the Trust Servicer against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense (including reasonable attorney’s fees) resulting from any error in any tax or information return prepared by the Servicer or incurred in connection with any claim or legal action against relating to (a) this Agreement, (b) the Trust or the Trustee or any director, officer, employee or agent thereofCertificates, or (c) the performance of any of the Trustee’s duties under the Trust Agreement this Agreement, other than any loss, liability or expense incurred by reason because of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee’s duties under the Trust Agreement hereunder or incurred by reason of reckless disregard any action of obligations and duties the Trustee taken at the direction of the Certificateholders under the Trust this Agreement. The provisions This indemnity shall survive the termination of this Section 8.05 shall survive Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee., and except for any expense, disbursement, or advance arising from the Trustee’s negligence, bad faith, or willful misconduct, the Servicer shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to

Trustee's Fees and Expenses. Pursuant (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. In addition, to such interest earnings, the compensation to be paid to the Trust Agreement, Trustee in respect of its obligations under this Agreement will be the Trustee shall be amounts paid out of the Securities Administrator Fee by the Securities Administrator Seller pursuant to a separate letter agreement between the Trustee and the Securities AdministratorSeller. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)Trustee, except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by REMIC 1 and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust AgreementFund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The provisions of this Section 8.05 Such indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from REMIC 1 amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall not have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

Trustee's Fees and Expenses. Pursuant (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. In addition to such interest earnings, the compensation to be paid to the Trust Agreement, Trustee in respect of its obligations under this Agreement will be the Trustee shall be amounts paid out of the Securities Administrator Fee by the Securities Administrator Seller pursuant to a separate letter agreement between the Trustee and the Securities AdministratorSeller. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)Trustee, except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by REMIC 1 and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust AgreementFund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The provisions of this Section 8.05 Such indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from REMIC 1 amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall not have any obligation to incur additional expenses for which reimbursement is limited 146 pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

Trustee's Fees and Expenses. Pursuant (a) The Master Servicer and each Servicer (if Ingrxx Xxxro or an Affiliate thereof) covenants and agrees to pay, but only from funds available to it as the Servicing Fee paid under the Servicing Agreement, to the Trust AgreementTrustee annually in advance on the Effective Date and on or about each one year anniversary thereof, and the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant entitled to a separate agreement receive, such reasonable compensation as is agreed upon in writing between the Trustee and the Securities AdministratorCompany (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 trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Notwithstanding the foregoing, the Master Servicer and each Servicer will pay, reimburse and indemnify the Trustee shall be entitled to reimbursement upon its request for all reasonable expenses (including, without limitation, expenses incurred in connection with notices, requests for documentation or other communications to 67 73 Holders), disbursements, losses, liabilities, damages and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement Pooling and Servicing Agreements or by reason of its status as Trustee under any Pooling and Servicing Agreements (including but not limited to the reasonable compensation fees and the expenses and disbursements of its counsel agents, any co-trustee and of all persons not regularly in its employcounsel) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement disbursement, loss, liability, damage or advance as may arise from its negligence, negligence or bad faith. To the extent the fees and expenses of the Trustee are not paid on a current basis, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless entitled to be paid such items from amounts that would be distributable to the Company under Article III of this Agreement and, to the extent still unpaid in full, the Company will pay or reimburse the Trustee upon its request for such items; provided, however that any payments to be made by the Trust Company pursuant to this Section shall (i) be Company Subordinated Obligations, (ii) be made solely from funds available to the Company that are not requested to be applied to Company Unsubordinated Obligations then due and (iii) until the date that is one year and one day after the payment in full of all Company Unsubordinated Obligations, not constitute a general recourse claim against the Company after satisfying all Company Unsubordinated Obligations then due at any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out time during the period of or one year and one day following the date on which all Company Unsubordinated Obligations have been paid in connection with full but only a claim against the Trust Agreement, any custody agreement or Company to the Certificates, extent funds are available (including, but not limited to, funds available to the Company pursuant to the exercise of its right to indemnity and other payments pursuant to Sections 2.06 and 9.02 of the Receivables Sale Agreement) to the Company to make such payments. If the Trustee is appointed Successor Servicer in accordance with the Servicing Agreement, the provisions of this Section 8.05 shall not apply to expenses, disbursements, losses, liabilities, damages and advances made or incurred by the Trustee in its capacity as Successor Servicer, which items shall be paid, first, out of the Servicing Fee, second, from amounts which would be distributable to the Company under Article III of this Agreement, third, from amounts distributable to the Company pursuant to Section 9.04 and fourth, to the extent still unpaid in full, the Company will pay or reimburse the Trustee upon its request for such items provided, however that any such lossreimbursements to be made by the Company shall (i) be Company Subordinated Obligations, liability(ii) be made solely from funds available to the Company that are not requested to be applied to Company Unsubordinated Obligations then due and (iii) until the date that is one year and one day after the payment in full of all Company Unsubordinated Obligations, or expense incurred in connection with any legal action not constitute a general recourse claim against the Trust or Company after satisfying all Company Unsubordinated Obligations then due at any time during the Trustee or any directorperiod of one year and one day following the date on which all Company Unsubordinated Obligations have been paid in full but only a claim against the Company to the extent funds are available (including, officerbut not limited to, employee or agent thereof, or funds available to the performance Company pursuant to the exercise of any its right to indemnity and other payments pursuant to Sections 2.06 and 9.02 of the Trustee’s duties under Receivables Sale Agreement) to the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementCompany to make such payments. The provisions of this Section 8.05 shall apply to the reasonable expenses, disbursements and advances made or incurred by the Trustee, or any other Person, in its capacity as liquidating agent, to the extent not otherwise paid. The covenants to pay the expenses, disbursements, losses, liabilities, damages and advances provided for in this Section shall survive the termination of any Pooling and Servicing Agreements and the resignation or removal of the Trustee.Trustee and shall be binding on the Company, the Master Servicer, each Servicer and

Trustee's Fees and Expenses. Pursuant 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 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 hereunder 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 paid out of the Securities Administrator Fee reimbursed by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement Issuing Entity for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust this Agreement with respect to: (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 all persons any accountant, engineer, appraiser or other agent that is not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract employed by the Trustee. The Trustee and any director, officer, employee or agent of to the extent that the Trustee shall be indemnified must engage such Persons to perform acts or services hereunder and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or (C) printing and engraving expenses in connection with the Trust Agreement, preparing any custody agreement or the Definitive Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties . The Issuing Entity shall fulfill its obligations under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract this paragraph from amounts on deposit from time to time in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the TrusteeDistribution Account.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s 's fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust AgreementThe Trustee, as compensation for all services rendered by the Trustee shall be paid out in the exercise and performance of any of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee powers and the Securities Administrator. The Trustee duties hereunder, shall be entitled to reimbursement withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trust Fund shall pay or reimburse the Trustee upon request on any Distribution Date for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement in respect of which the Trust Agreement Trustee has not been previously reimbursed (including but not limited to Section 7.01 and Section 8.02(e) hereof and including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligencenegligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. On each such Distribution Date, bad faith, willful misconduct the Servicer shall withdraw from the Collection Account the amount of such payment or breach of contract by reimbursement for such Distribution Date and remit such amounts to the Trustee. The In addition, the Seller and the Servicer covenant and agree to indemnify the Trustee and any directorits officers, officerdirectors, employee or agent of the Trustee shall be indemnified employees and held agents from, and hold it harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreementagainst, any custody agreement and all losses, liabilities, damages, claims or the Certificates, including, but not limited to, any such loss, liability, or expense expenses incurred in connection with any legal action against relating to this Agreement, the Trust Fund or the Trustee or any directorCertificates, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence of contract the Trustee in the performance of its duties under the Trust Agreement hereunder or by reason of the Trustee's reckless disregard of obligations and duties under the Trust Agreementhereunder. The provisions This section shall survive termination of this Section 8.05 shall survive Agreement or the resignation or removal of the TrusteeTrustee hereunder.

Trustee's Fees and Expenses. Pursuant to the Trust AgreementAs compensation for its --------------------------- services hereunder, on each Distribution Date, the Trustee shall be paid out entitled (in addition to its fee payable pursuant to Sections 4.02(d) and 7.05 (or Sections 4.2(d) and 7.5, as applicable) of the Securities Administrator Fee applicable Asset Issuance Agreements) to its fee hereunder, which shall not be limited by any provision of law in regard to compensation of a trustee of an express trust, in an amount equal to the Securities Administrator Trustee's Fee, payable pursuant to a separate agreement between the Trustee and the Securities AdministratorSection 4.2(d) of this Agreement. The Trustee shall be entitled to also receive reimbursement for all reasonable costs and expenses incurred hereunder in the manner, and disbursements incurred or made from the sources, provided by each Asset Issuance Agreement. The Company hereby indemnifies and holds the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, claim, liability or expense thereofexpense, including reasonable attorney’s attorneys' fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement this Agreement or the Certificates, including, including but not limited to, to any such loss, liabilityclaim, liability or expense incurred in connection with any legal action against the Trust Fund or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under this agreement, including, without limitation, any action taken by the Trust Agreement Trustee pursuant to Section 7.14 hereof (other than any loss, claim, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in negligence on the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal part of the Trustee). Any payment to the Trustee pursuant to the foregoing indemnity shall be from the Company's own funds, without reimbursement therefor. The obligation to reimburse unpaid fees and expenses and the indemnity by the Company contemplated by this Section 7.5 shall survive termination of this Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of entitled to (i) investment earnings on amounts received from the Securities Administrator Fee Master Servicer during the period between the Master Servicer Remittance Date and the Distribution Date as compensation for all services rendered by the Securities Administrator pursuant to a separate agreement between the Trustee hereunder and the Securities Administrator. The Trustee shall be entitled to (ii) reimbursement for all reasonable expenses expenses, disbursements and disbursements Monthly Advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. On each Distribution Date, the Trustee may withdraw from the amount on deposit in the REMIC I Distribution Account, its expenses as well as amounts due the Trustee under Section 9.05 hereof (subject to the limits set forth therein). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled withdraw from the Distribution Account on each Distribution Date and pay to reimbursement for all reasonable expenses and disbursements incurred or made by itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited Fee and, to the reasonable compensation and extent that the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as funds therein are at anytime insufficient for such expenses constitute “unanticipated expenses” within purpose, the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any Depositor shall pay such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteefees. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by REMIC I and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from any breach by the Master Servicer of its obligations in connection with any legal action against the Trust or this Agreement, (ii) that constitutes a specific liability of the Trustee pursuant to Section 11.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article XI hereof. The Master Servicer agrees to indemnify the Trust Trustee from, and hold it harmless against, any loss, liability or expense arising in respect of any breach by the Master Servicer of its obligations in connection with this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be compensated by the Trustee Fee as compensation for its services hereunder. In addition, the Trustee will be entitled to reimbursement for recover from the Distribution Account pursuant to Section 4.03(a) all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.07 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any the performance of its duties or the administration of the provisions of the Trust Agreement trusts hereunder (including including, but not limited to to, the performance of its duties under Section 2.03 hereof) or under the Financial Guaranty Insurance Policy (including the reasonable compensation and the compensation, expenses and disbursements of its counsel counsel) or incurred or made by the Trustee under each of the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of all persons not regularly in its employcounsel) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful negligence or intentional misconduct or breach which is specifically designated herein as the responsibility of contract by the TrusteeDepositor, the Seller, the Certificateholders or the Trust Fund hereunder or thereunder. The Trustee and any directorIf funds in the Distribution Account are insufficient therefor, officer, employee or agent of the Trustee shall be indemnified and held harmless recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Trust against Certificateholders. Such compensation and reimbursement obligation shall not be limited by any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out provision of or law in connection with regard to the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance compensation of any a trustee of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreementan express trust. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.124

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities AdministratorMaster Servicer. The Trustee shall be entitled to reimbursement for all reasonable expenses and expenses, disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute employ and any “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), ) that are excluded in the following sentence) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementAgreement or that do not constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. (a) The Trustee shall be entitled to reimbursement for all reasonable expenses withdraw from the Distribution Account, pursuant to Section 3.11(b), on each Distribution Date and disbursements incurred or made by pay to itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the TrusteeFee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with any legal action against the Trust or this Agreement, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(g) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article X hereof. The Servicer agrees to indemnify the Trust Trustee from, and hold it harmless against, any loss, liability or expense arising in respect of any breach by the Servicer of its obligations in connection with this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and expenses, disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust AgreementAgreement (including but not limited to the provisions of section 2.01 thereof), any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. [SMS] shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with this Agreement, the Trust Swap Agreement, the Cap Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement, the Swap Agreement or the Cap Agreement, or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under this Agreement, the Trust Swap Agreement or the Cap Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Indemnification; Undertaking for Costs. (a) The Trustee shall be paid out entitled to receive from the Trustor or an affiliate of the Securities Administrator Fee by Trustor as compensation for the Securities Administrator Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Trustor, and shall be entitled to reimbursement reimbursed for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation compensation, disbursements and the expenses and disbursements of its counsel and of all other persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustor shall indemnify and hold harmless the Trustee and any directorits successors, officerassigns, employee or agent of the Trustee shall be indemnified agents and held harmless by the Trust servants against any and all loss, liability or reasonable expense thereof, (including reasonable attorney’s 's fees, incurred, arising out of or ) incurred by it in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Trustor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Trustor shall not relieve the Trustor of the Trustee’s duties under the Trust Agreement other than its obligations hereunder. The Trustor need not reimburse any expense or indemnify against any loss, liability or expense incurred by reason of the Trustee through the Trustee's own willful misfeasancemisconduct, negligence or bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of indemnities contained in this Section 8.05 8.5(a) shall survive the resignation or removal termination of the TrusteeTrustee or the termination of this Agreement.

Trustee's Fees and Expenses. Pursuant The Master Servicer agrees to pay the Trustee Fee to the Trust AgreementTrustee, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement as compensation for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteeactivities hereunder. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Master Servicer and held harmless by the Trust against any loss, liability or expense thereof, (including reasonable attorney’s 's fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense ) (i) incurred in connection with any claim or legal action against relating to (a) this Agreement, (b) the Trust Certificates or the Trustee or any director, officer, employee or agent thereof, or (c) in connection with the performance of any of the Trustee’s 's duties under the Trust Agreement hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee's duties under hereunder and (ii) resulting from any error in any tax or information return prepared by the Trust Master Servicer. Such indemnity shall survive the termination of this Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee., and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between Section 3.25 shall withdraw the Trustee's Fees on each Distribution Date from the Expense Account. The Trustee and the Fiscal Agent and any director, officer, employee, attorney or agent of the Trustee and the Securities Administrator. The Trustee Fiscal Agent shall be entitled to reimbursement for all reasonable indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses and disbursements incurred or made by the Trustee in accordance with any of or the provisions of Fiscal Agent, including the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel agents and counsel, in the ordinary course of all persons not regularly the Trustee's and Fiscal Agent's performance in its employaccordance with the provisions of this Agreement) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract incurred by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, Fiscal Agent arising out of or in connection with the Trust Agreement, any custody agreement acceptance or the Certificates, administration of its obligations and duties under this Agreement (including, but not limited towithout limitation, the performance of its duties under Sections 7.01 and 7.02 hereof), other than any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or any director, officer, employee the Fiscal Agent pursuant to Section 11.01(d) or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's or the Fiscal Agent's obligations under the Trust AgreementArticle XII hereof. The provisions Master Servicer agrees to indemnify the Trustee and the Fiscal Agent and any director, officer, employee, attorney or agent of the Trustee and the Fiscal Agent from, and hold them harmless against, any loss, liability or expense arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the TrusteeTrustee or the Fiscal Agent. Any payment hereunder made by the Master Servicer to the Trustee or the Fiscal Agent shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor.

Trustee's Fees and Expenses. Pursuant to the Trust AgreementThe Trustee, as compensation for all services rendered by the Trustee shall be paid out in the exercise and performance of any of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee powers and the Securities Administrator. The Trustee duties hereunder, shall be entitled to reimbursement withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trust Fund shall pay or reimburse the Trustee upon request on any Distribution Date for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement during the Trust Agreement related Due Period (including but not limited to Section 7.01 and Section 8.02(v) hereof and including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligencenegligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. On each such Distribution Date, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by entitled to withdraw from the Distribution Account the amount of such payment or reimbursement for such Distribution Date. In addition, the Trust against Fund shall indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense thereof, including reasonable attorney’s fees, incurred, arising out expenses incurred by reason of its participation in the transactions contemplated hereby or in connection with any legal action relating to this Agreement, the Trust Agreement, any custody agreement Fund or the Certificates, including, but not limited towithout limitation, any such lossall reasonable attorneys' and consultants' fees, liabilityexpenses and court costs, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence of contract the Trustee in the performance of its duties under the Trust Agreement hereunder or by reason of the Trustee's reckless disregard of obligations and duties under the Trust Agreementhereunder. The provisions This section shall survive termination of this Section 8.05 shall survive Agreement or the resignation or removal of the TrusteeTrustee hereunder.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s 's fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementAgreement or that do not constitute "unanticipated expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The provisions of this Section 8.05 9.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out withdraw the Trustee's Fees on each Distribution Date from the Expense Account. The Trustee and the Fiscal Agent and any director, officer, employee, attorney or agent of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Fiscal Agent shall be entitled to reimbursement for all reasonable indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses and disbursements incurred or made by the Trustee in accordance with any of or the provisions of Fiscal Agent, including the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel agents and counsel, in the ordinary course of all persons not regularly the Trustee's and Fiscal Agent's performance in its employaccordance with the provisions of this Agreement) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract incurred by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, Fiscal Agent arising out of or in connection with the Trust Agreement, any custody agreement acceptance or the Certificates, administration of its obligations and duties under this Agreement (including, but not limited towithout limitation, the performance of its duties under Sections 7.01 and 7.02 hereof), other than any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee or any director, officer, employee the Fiscal Agent pursuant to Section 11.01(d) or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's or the Fiscal Agent's obligations under the Trust AgreementArticle XI hereof. The provisions Master Servicer agrees to indemnify the Trustee and the Fiscal Agent and any director, officer, employee, attorney or agent of the Trustee and the Fiscal Agent from, and hold them harmless against, any loss, liability or expense arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the TrusteeTrustee or the Fiscal Agent. Any payment hereunder made by the Master Servicer to the Trustee or the Fiscal Agent shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. (a) The Trustee shall be entitled withdraw from the Distribution Account on each Distribution Date and pay to reimbursement for all reasonable expenses and disbursements incurred or made by itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited Fee and, to the reasonable compensation and extent that the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as funds therein are at any time insufficient for such expenses constitute “unanticipated expenses” within purpose, the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any Depositor shall pay such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteefees. The Trustee and Trustee, or any director, officer, employee or agent of the Trustee shall be indemnified by REMIC I and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee (including reasonable attorney’s fees, incurred, the compensation and the expenses and disbursements of its agents and counsel) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the Trust Agreementacceptance or administration of its obligations and duties under this Agreement (up to a limit of $600,000 per calendar year so long as any Insured Notes are insured by a NIMS Insurer), other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against (i) resulting from a breach of the Trust or Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of its willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of its duties under the Trust Agreement hereunder or by reason of reckless disregard of its obligations and duties hereunder or as a result of a breach of its obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Agreement. The provisions of this Section 8.05 shall survive Fund that the resignation Trustee, or removal any director, officer, employee or agent of the TrusteeTrustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all reasonable expenses and disbursements incurred or made services rendered by the Trustee in accordance with the exercise and performance of any of the provisions of powers and duties hereunder. The Trustee shall withdraw from the Trust Agreement (including but not limited Distribution Account on each Distribution Date and pay to itself the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the TrusteeTrustee Fee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified in accordance with the distributions set forth in Section 4.01(a) and held harmless by the Trust against any loss, liability or expense thereof(not including the compensation and the expenses and disbursements of any agents, including reasonable attorney’s fees, incurred, attorneys or custodians by or through which the Trustee has chosen to execute any of the trusts or powers hereunder or perform any of the duties hereunder) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 11.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract gross negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article XI hereof. In the event the Trustee incurs expenses or renders services in any proceedings which result from the occurrence or continuance of a Servicing Termination Event under Section 7.01(iii), (iv) or (v) hereof, or from the occurrence of any event which, by virtue of the passage of time, would become such a Servicing Termination Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the Trust United States Bankruptcy Code or equivalent law. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer to the extent such acts or omissions are not consistent with the performance of the Master Servicer's obligations under this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any indemnity payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor; provided however, if a Servicer Termination Event has occurred pursuant to Section 7.01(iii), (iv) or (v) and shall not have been remedied, then such indemnity payment may be reimbursed by the Trust Fund in accordance with Section 4.01(a)(x). If the Trustee is not paid from amounts available in the Distribution Account, the Trustee agrees to perform its duties under this Agreement notwithstanding nonpayment of fees.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by withdraw the Trustee's Fees on each Distribution Date from the Distribution Account. The Trustee and any director, officer, employee employee, attorney or agent of the Trustee shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses and disbursements incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust Agreement, any custody agreement acceptance or the Certificates, administration of its obligations and duties under this Agreement (including, but not limited towithout limitation, the performance of its duties under Sections 7.01 and 7.02 hereof), other than any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 11.01(d) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under the Trust AgreementArticle XII hereof. The provisions Master Servicer agrees to indemnify the Trustee and any director, officer, employee, attorney or agent of the Trustee from, and hold them harmless against, any loss, liability or expense arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled withdraw from the Distribution Account on each Distribution Date and pay to reimbursement for all reasonable expenses and disbursements incurred or made by itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited Fee and, to the reasonable compensation and extent that the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as funds therein are at anytime insufficient for such expenses constitute “unanticipated expenses” within purpose, the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any Depositor shall pay such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteefees. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 11.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under the Trust AgreementArticle XI hereof. The provisions Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising in respect of such Master Servicer's acts or omissions in connection with this Agreement and the Mortgage Loans serviced by such Master Servicer. Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the related Trust Fund therefor.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. Xxxxx shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s 's fees, incurred, incurred in connection with or arising out of or in connection with the Trust this Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties of the Trustee or the Paying Agent under this Agreement or the Trust Agreement duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee's sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under the Trust this Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee The Trustee’s fee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s attorney&#1 46;s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementAgreement or that do not constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant Indemnity(a). (a) The Trustee acknowledges that in consideration of the services rendered by the Trustee in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder it is entitled to receive the Trustee's Fee in accordance with the provision of Section 6.05(a) (which shall not be limited by any provision of law in regard to the Trust Agreementcompensation of a trustee of any express trust). Additionally, the Trustee shall be paid hereby covenants, for the benefit of the Depositor, that the Trustee has arranged separately with the Servicer for the payment or reimbursement to the Trustee of all of the Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee pocket expenses, disbursements and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust this Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within ). Notwithstanding any other provision of this Agreement to the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)contrary, except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Servicer covenants and agrees to indemnify the Trustee and any directorits officers, officerdirectors, employee or agent of the Trustee shall be indemnified employees and held agents from, and hold it harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreementagainst, any custody agreement and all losses, liabilities, damages, claims or the Certificates, including, but not limited to, any such loss, liability, or expense expenses incurred in connection with any legal action against relating to this Agreement, the Trust Certificates or incurred in connection with the Trustee or any director, officer, employee or agent thereof, or the performance of any administration of the Trustee’s duties under the Trust Agreement Trust, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence of contract the Trustee in the performance of its duties under the Trust Agreement hereunder or by reason of the Trustee's reckless disregard of obligations and duties under hereunder. For the Trust Agreement. The provisions avoidance of this Section 8.05 doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor shall survive the resignation or removal not pay any of the Trustee's fees and expenses in connection with this transaction.

Trustee's Fees and Expenses. Pursuant The Servicer shall pay to the Trust AgreementTrustee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless by the Trust against any loss, liability or expense thereofexpense, including reasonable attorney’s 's fees, incurred, arising out incurred as a result of or in connection with the Trust Agreement, any custody agreement Pooling and Servicing Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Pooling and Servicing Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Pooling and Servicing Agreement or by reason of reckless disregard of obligations and duties under the Trust Pooling and Servicing Agreement. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds without any right to reimbursement therefor. The provisions obligations of the Servicer under this Section 8.05 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement(a) The Trustee, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee as compensation for its activities hereunder, shall be entitled to reimbursement withdraw from the Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Certificate Account for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited such Distribution Date pursuant to Section 3.09(b). Subject to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly limitations set forth in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii8.05(b), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Depositor and held harmless by the Trust against any loss, liability or expense thereof, (including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense 's fees and expenses) incurred in connection with any claim or legal action against the Trust relating to (a) this Agreement or the Trustee or any directorCustodial Agreements, officer, employee or agent thereof(b) the Certificates, or (c) the performance of any of the Trustee’s 's duties hereunder or under the Trust Agreement Custodial Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee's duties under the Trust Agreement hereunder or incurred by reason of reckless disregard any action of obligations and duties under the Trust AgreementTrustee taken at the direction of the Certificateholders. The provisions Such indemnity shall survive the termination of this Section 8.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and agrees, subject to the limitation set forth in Section 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder, (C) printing and engraving expenses in connection with preparing any Definitive Certificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee or Paying Agent hereunder or for any other expenses.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement its customary compensation as set forth on Exhibit H to this Agreement (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 this Agreement and in the exercise and performance of any of the Trustee's powers and duties under this Agreement. The Trustee shall be paid or reimbursed pursuant to Section 5.06 upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons Persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within incurred or made by the meaning Trustee in accordance with any provisions of Treasury Regulation Section 1.860G-1(b)(3)(ii)this Agreement, except any such expense, expense or disbursement or advance as may arise from be attributable to its negligencewillful misfeasance, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee Unpaid fees and any director, officer, employee or agent expenses of the Trustee shall be indemnified bear interest at the prime rate then in effect plus 2%. The Seller shall indemnify the Trustee for, and held hold it harmless by the Trust against against, any loss, liability or expense thereofincurred without willful misfeasance, including reasonable attorney’s fees, incurrednegligence or bad faith on its part, arising out of or in connection with the Trust Agreementacceptance or administration of the Trust, including the costs and expenses of defending itself against any custody agreement claim or the Certificates, including, but not limited to, any such loss, liability, or expense incurred liability in connection with any legal action against the Trust exercise or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s its powers or duties under this Agreement. Additionally, the Trust Agreement other than Seller, pursuant to Section 8.02, shall indemnify the Trustee with respect to certain matters. The Trustee shall not be required to furnish any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreementsurety bond. The provisions of this Section 8.05 11.07 shall survive the resignation or removal termination of the Trusteethis Agreement.

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Master Servicing Fee on each Distribution Date an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. SMS shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with the Trust this Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under the Trust this Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust AgreementThe Trustee, as compensation for all services rendered by the Trustee shall be paid out in the exercise and performance of any of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee powers and the Securities Administrator. The Trustee duties hereunder, shall be entitled to reimbursement withdraw from the Distribution Account on each Distribution Date an amount equal to the Trustee Fee for such Distribution Date. The Trust Fund shall pay or reimburse the Trustee upon request on any Distribution Date for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement in respect of which the Trust Agreement Trustee has not been previously reimbursed (including but not limited to Section 7.01 and Section 8.02(e) hereof and including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligencenegligence or bad faith or which is the responsibility of Certificateholders or the Trustee hereunder. On each such Distribution Date, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by entitled to withdraw from the Distribution Account the amount of such payment or reimbursement for such Distribution Date. In addition, the Trust against any lossFund shall indemnify the Trustee and its officers, liability or expense thereofdirectors, including reasonable attorney’s feesemployees and agents from, incurred, arising out of or in connection with the Trust Agreementand hold it harmless against, any custody agreement and all losses, liabilities, damages, claims or the Certificates, including, but not limited to, any such loss, liability, or expense expenses incurred in connection with any legal action against relating to this Agreement, the Trust Fund or the Trustee or any directorCertificates, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence of contract the Trustee in the performance of its duties under the Trust Agreement hereunder or by reason of the Trustee's reckless disregard of obligations and duties under the Trust Agreementhereunder. The provisions This section shall survive termination of this Section 8.05 shall survive Agreement or the resignation or removal of the TrusteeTrustee hereunder.

Trustee's Fees and Expenses. Pursuant The Servicer shall pay to the Trust AgreementTrustee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses, disbursements and advances (other than any expenses and disbursements incurred by the Trustee in connection with its assumption of the obligations of the Servicer pursuant to Section 7.02 hereof) incurred or made by the Trustee in accordance with any of the provisions of the Trust Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless by the Trust against any loss, liability or expense thereofexpense, including reasonable attorney’s fees's fees and expenses, incurred, arising out incurred as a result of or in connection with the Trust Agreement, any custody agreement Pooling and Servicing Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Pooling and Servicing Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Pooling and Servicing Agreement or by reason of reckless disregard of obligations and duties under the Trust Pooling and Servicing Agreement. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds without any right to reimbursement therefor. The provisions obligations of the Servicer under this Section 8.05 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to be paid from time to time reasonable compensation for all services rendered by it hereunder and under the Agreements (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); to reimbursement upon request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any provision of this Indenture and the provisions of the Trust Agreement Agreements (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(iiagents), except any such expense, disbursement or advance as may arise from be attributable to its negligence, negligence or bad faith, faith or willful misconduct or breach of contract trust; and, to the extent permitted by the Trustee. The Trustee and any directorlaw, officer, employee or agent of the Trustee shall to be indemnified for and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurredincurred without negligence or bad faith or willful misconduct or breach of trust on its part, arising out of or in connection with the Trust Agreementacceptance or administration of this trust or its duties hereunder, including the costs and expenses of defending itself against any custody agreement claim or the Certificates, including, but not limited to, any such loss, liability, or expense incurred liability in connection with any legal action against the Trust exercise or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the its powers or duties hereunder. The Trustee’s duties under the Trust Agreement other than any lossrights to compensation, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations reimbursement and duties under the Trust Agreement. The provisions of this Section 8.05 indemnity while serving as Trustee hereunder shall survive the resignation or removal of the Trustee or discharge of this Indenture or the Agreements. Any provision hereof to the contrary notwithstanding, if the Board fails to make any payment properly due the Trustee for its reasonable fees, costs, expenses and fees of attorneys, certified public accountants, recognized authorities in their field and agents (not employees of the Trustee) incurred in performance of its duties or for which the Trustee is entitled to indemnity, the Trustee may reimburse itself from any surplus moneys on hand in any fund or account created pursuant hereto, provided that application of funds upon an Event of Default shall be governed by Section 12.03 hereof.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses withdraw from the Distribution Account, pursuant to Section 3.11(b), on each Distribution Date and disbursements incurred or made by pay to itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the TrusteeFee. The Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with any legal action against the Trust or this Agreement, (ii) that constitutes a specific liability 146 of the Trustee pursuant to Section 10.01(g) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder as a result of a breach of the Trustee's obligations under Article X hereof. The Servicer agrees to indemnify the Trust Trustee, from, and hold it harmless against, any loss, liability or expense arising in respect of any breach by the Servicer of its obligations in connection with this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds, without reimbursement from REMIC I therefor. Notwithstanding anything herein to the contrary, the Trustee shall be reimbursed from the Trust Fund for all Servicing Transfer Costs without regard to the annual limitation.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement the Trustee Fee for each Payment Date, as reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. Pursuant to a fee letter entered into with an Affiliate of the Depositor, the Trustee, shall be reimbursed for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust this Agreement (including but not limited to including, without limitation, the reasonable compensation and the fees, expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within , including any agents, attorneys and accountants of the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)Trustee, except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith, willful misconduct and provided that the Trustee shall have no lien on the Trust Fund or breach any Trust REMIC for the payment of contract by its fees and expenses. Failure to pay any such fees or other expenses shall not relieve the TrusteeTrustee of its obligations hereunder. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by an affiliate of the Depositor and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust relating to this Agreement or the Trustee or any directorCertificates, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trusteehereunder.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out entitled to (i) the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the Securities Administrator Fee by trusts created under the Securities Administrator pursuant to a separate agreement between Trust Agreement and in the exercise and performance of any of the powers and duties thereunder of the Trustee and the Securities Administrator. The Trustee shall be entitled to (ii) reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “"unanticipated expenses” " within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense thereof, including reasonable attorney’s 's fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement the Trustee Fee as compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Trustee shall also be entitled to its reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee on behalf of the Trust Fund in accordance with any of the provisions of this Agreement, other than such expenses, disbursements and advances incurred in the Trust Agreement (including but not limited to ordinary course of the reasonable compensation exercise and performance of the expenses Trustee's powers and disbursements of its counsel duties hereunder, and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, faith or willful misconduct or breach of contract by the Trusteemisconduct. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense (i) incurred in connection with any legal action against the Trust relating to this Agreement or the Trustee or any director, officer, employee or agent thereofCertificates, or in connection with the performance of any of the Trustee’s 's duties under the Trust Agreement hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of any of the Trustee's duties under the Trust Agreement hereunder or by reason of reckless disregard of the Trustee's obligations and duties under hereunder, (ii) resulting from any error in any tax or information return prepared by the Trust AgreementMaster Servicer or (iii) incurred by the Trustee in connection with a violation with respect to any Mortgage Loan of the Home Ownership and Equity Protection Act of 1994, as amended. The provisions Such indemnity shall survive the termination of this Section 8.05 shall survive Agreement or the resignation or removal of the TrusteeTrustee hereunder. Amounts payable to the Trustee under this Section or Section 7.02 shall be paid from the Distribution Account pursuant to Section 3.08(b).

Trustee's Fees and Expenses. Pursuant The Trustee, as compensation for its activities prior to making the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator distributions pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee Section 4.1 hereunder, shall be entitled to reimbursement for all deduct from the Distribution Account an amount equal to the Trustee Fee and reasonable expenses for such Distribution Date. The Trust Fund shall indemnify and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by hold harmless the Trustee. The Trustee , the Paying Agent or the Custodian and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust thereof against any loss, liability or expense thereofexpense, including reasonable attorney’s fees, incurred, incurred in connection with or arising out of or in connection with the Trust this Agreement, any custody custodial agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred in connection with any legal action against the Trust or the Trustee Trustee, the Paying Agent or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the Trusteeduties of the Trustee or the Paying Agent under this Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee’s duties under the Trust Agreement sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not, limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of the duties under the Trust this Agreement or by reason of reckless disregard the willful misfeasance, bad faith or gross negligence of obligations and duties the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Trust AgreementCustodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled withdraw from the Distribution Account on each Distribution Date and pay to reimbursement for all reasonable expenses and disbursements incurred or made by itself the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited Trustee's Fee and, to the reasonable compensation and extent that the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as funds therein are at anytime insufficient for such expenses constitute “unanticipated expenses” within purpose, the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any Servicer shall pay such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteefees. The Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with any legal action against the Trust or this Agreement, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(g) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article X hereof. The Servicer agrees to indemnify the Trust Trustee from, and hold the Trustee harmless against, any loss, liability or expense arising in respect of any breach by the Servicer of its obligations in connection with this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 8.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's Fees and Expenses. Pursuant (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself one day's interest earnings (net of losses) on amounts on deposit in the Distribution Account. In addition to such interest earnings, the compensation to be paid to the Trust Agreement, Trustee in respect of its obligations under this Agreement will be the Trustee shall be amounts paid out of the Securities Administrator Fee by the Securities Administrator Seller pursuant to a separate letter agreement between the Trustee and the Securities AdministratorSeller. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)Trustee, except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee Trustee, shall be indemnified by the Trust Fund and held harmless by the Trust against any loss, liability or expense thereof(not including expenses, disbursements and advances incurred or made by the Trustee, including reasonable attorney’s feesthe compensation and the expenses and disbursements of its agents and counsel, incurred, in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the Trust acceptance or administration of its obligations and duties under this Agreement, other than any custody agreement or the Certificates, including, but not limited to, any such loss, liability, liability or expense incurred (i) resulting from the Master Servicer's actions or omissions in connection with any legal action against this Agreement and the Trust or Mortgage Loans, (ii) that constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Agreement hereunder or by reason of reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee's obligations under Article X hereof. Any amounts payable to the Trustee or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust AgreementFund that the Trustee, or any director, officer, 141 employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The provisions of this Section 8.05 Such indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall not have any obligation to incur additional expenses for which reimbursement is limited pursuant to this paragraph in excess of the aggregate limit set forth above unless it has received reasonable security or indemnity for such additional expenses. The Certificateholders shall hold the Trustee harmless for any consequences to such Certificateholders resulting from any failure of the Trustee to incur any such additional expenses in excess of the aforementioned aggregate limit.

Trustee's Fees and Expenses. Pursuant The Servicer shall pay to the Trust AgreementTrustee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses, disbursements and advances (other than any expenses and disbursements incurred by the Trustee in connection with its assumption of the obligations of the Servicer pursuant to Section 7.02 hereof) incurred or made by the Trustee in accordance with any of the provisions of the Trust Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer and held harmless by the Trust against any loss, liability or expense thereofexpense, including reasonable attorney’s fees's fees and expenses, incurred, arising out incurred as a result of or in connection with the Trust Agreement, any custody agreement Pooling and Servicing Agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Pooling and Servicing Agreement or relating to or arising out of any Environmental Law, including, without limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract negligence in the performance of duties under the Trust Pooling and Servicing Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.reason

Trustee's Fees and Expenses. Pursuant The Servicer agrees to pay to the Trust AgreementTrustee, and the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement entitled to, reasonable compensation as is agreed upon in writing between the Trustee and the Securities Administrator. The Servicer (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 this Agreement and in the exercise and performance of any of the powers and duties under this Agreement as Trustee, and the Servicer shall pay or reimburse the Trustee shall be entitled to reimbursement upon its request for all reasonable expenses (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders), disbursements and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement advances (including but not limited to the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such incurred or made by the Trustee in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)its 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 disbursement, or advance as may arise from its negligence, willful misfeasance or bad faith, willful misconduct or breach of contract by . The Servicer shall indemnify the Trustee. The Trustee , its officers, directors, agents and any directoremployees for, officerand hold it, employee or agent of the Trustee shall be indemnified and held its officers, directors, agents and employees harmless by the Trust against against, any loss, liability liability, cost or expense thereof, including reasonable attorney’s fees, incurredexpense, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any transactions contemplated by this Agreement provided that such loss, liability, cost, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of is not caused by the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract bad faith. The Servicer’s covenant to pay the expenses, disbursements and advances provided for in the performance of duties under preceding sentence and the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Servicer’s indemnity pursuant to Section 8.05 8.2 shall survive the resignation or removal termination of the Trusteethis Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement its customary compensation as set forth on Exhibit G to this Agreement (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 this Agreement and in the exercise and performance of any of the Trustee's powers and duties under this Agreement. The Trustee shall be paid or reimbursed pursuant to Section 5.06 upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons Persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within incurred or made by the meaning Trustee in accordance with any provisions of Treasury Regulation Section 1.860G-1(b)(3)(ii)this Agreement, except any such expense, expense or disbursement or advance as may arise from be attributable to its negligencewillful misfeasance, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee Unpaid fees and any director, officer, employee or agent expenses of the Trustee shall be indemnified bear interest at the prime rate then in effect plus 2%. The Seller shall indemnify the Trustee for, and held hold it harmless by the Trust against against, any loss, liability or expense thereofincurred without willful misfeasance, including reasonable attorney’s fees, incurrednegligence or bad faith on its part, arising out of or in connection with the Trust Agreementacceptance or administration of the Trust, including the costs and expenses of defending itself against any custody agreement claim or the Certificates, including, but not limited to, any such loss, liability, or expense incurred liability in connection with any legal action against the Trust exercise or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s its powers or duties under this Agreement. Additionally, the Trust Agreement other than Seller, pursuant to Section 8.02, shall indemnify the Trustee with respect to certain matters. The Trustee shall not be required to furnish any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreementsurety bond. The provisions of this Section 8.05 11.07 shall survive the resignation or removal termination of the Trusteethis Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the Trustee shall be paid out entitled to (i) the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the Securities Administrator Fee by trusts created under the Securities Administrator pursuant to a separate agreement between Trust Agreement and in the exercise and performance of any of the powers and duties thereunder of the Trustee and the Securities Administrator. The Trustee shall be entitled to (ii) reimbursement for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trusteecontract. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense thereof, including reasonable attorney’s 's fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s 's duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement(a) The Trustee, the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee as compensation for its activities hereunder, shall be entitled to reimbursement withdraw from the Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 any investment income or other benefit derived from balances in the Certificate Account for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited such Distribution. Subject to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly limitations set forth in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii8.05(b), except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless by the Trust against any loss, liability or expense thereof, (including reasonable attorney’s fees, incurred, arising out of or 's fees and expenses) incurred in 101 connection with any claim or legal action relating to (a) this Agreement or the Trust Custodial Agreement, any custody agreement or (b) the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or (c) the performance of any of the Trustee’s 's duties hereunder or under the Trust Agreement Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach of contract gross negligence in the performance of any of the Trustee's duties under the Trust Agreement hereunder or incurred by reason of reckless disregard any action of obligations and duties under the Trust AgreementTrustee taken at the direction of the Certificateholders. The provisions Such indemnity shall survive the termination of this Section 8.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, subject to the limitation set forth in Section 8.05(b), and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts or services hereunder, (C) printing and engraving expenses in connection with preparing any Definitive Certificates and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee hereunder or for any other expenses.

Trustee's Fees and Expenses. Pursuant The Trustee shall receive compensation and reimbursement of expenses pursuant to the Trust AgreementSection 13.01 and Section 4.11. The Trustee and any director, officer or employee of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred or paid out to third parties (other than salaries paid to employees, and allocable overhead, of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee Trustee) in connection with its acceptance and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements administration of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within trusts hereunder or under the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)Certificates, except any such expense, disbursement loss or advance liability as may arise from its negligence, bad faith, faith or willful misconduct or breach which is the responsibility of contract by the TrusteeCertificateholders hereunder. The Trustee and any director, officer, officer or employee or agent of the Trustee shall be indemnified by the Depositor and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasancethe Trustee in performing its duties as tax matters partner for each Constituent REMIC, except for any such expense, loss or liability as may arise from its negligence, bad faith, negligence, faith or willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreementsuch duties. The provisions of this Section 8.05 shall survive the termination of this Agreement and the resignation or removal of the Trustee. The Trustee, each Co-Certificate Registrar, the Mortgage Note Custodian, the Mortgage Document Custodian, each Depository, each Co-Paying Agent, each Authenticating Agent and any agent appointed pursuant to Section 8.02 are entitled to indemnification from the Depositor, and will be held harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Such indemnification shall survive the payment of the Certificates and termination of the Trust Fund, as well as the resignation or removal of CFM as Servicer, and for purposes of such indemnification the negligence, bad faith or willful misconduct of any of the entities enumerated in the preceding sentence shall not be imputed to, or adversely affect, the right of any other enumerated entity to be entitled to indemnification.

Trustee's Fees and Expenses. Pursuant The Master Servicer shall pay to the Trust AgreementTrustee from time to time, pursuant to the Pooling and Servicing Agreement or a separate fee agreement, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Pooling and Servicing Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and shall reimburse the Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between the Trustee and the Securities Administrator. The Trustee shall be entitled to reimbursement for all reasonable expenses, disbursements and advances (other than any expenses and disbursements incurred by the Trustee in connection with its assumption of the obligations of the Master Servicer pursuant to Section 7.02 hereof) incurred or made by the Trustee in accordance with any of the provisions of the Trust Pooling and Servicing Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) so long as such expenses constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith, willful misconduct or breach of contract by the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof(including costs and expenses of litigation, including reasonable attorney’s and of investigation, counsel fees, incurreddamages, arising out of or judgments and amounts paid in settlement), incurred in connection with the Trust AgreementTrustee’s (i) enforcing its rights and remedies and protecting the interests, any custody agreement and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default, (ii) defending or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with prosecuting any legal action against the Trust in respect of this Agreement or the Trustee or related Certificates, (iii) being the mortgagee of record with respect to the Mortgage Loans in a Trust Fund and the owner of record with respect to any director, officer, employee or agent thereofMortgaged Property acquired in respect thereof for the benefit of Certificateholders, or (iv) acting or refraining from acting in good faith at the performance of any direction of the Trustee’s duties under holders of the Trust Agreement other Certificates entitled to not less than 25% of the Voting Rights for the related Series; provided, however, that such indemnification will not extend to any loss, liability or expense that constitutes a specific liability of the Trustee pursuant to this Agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct faith or breach negligence on the part of contract the Trustee in the performance of its obligations and duties under the Trust Agreement hereunder, or by reason of its reckless disregard of such obligations and duties under or duties, or as may arise from a breach of any representation, warranty or covenant of the Trust AgreementTrustee made herein. The provisions of obligations under this Section 8.05 shall survive the resignation or removal of the Trustee.

Trustee's Fees and Expenses. Pursuant The Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to the Trust AgreementSection 8.10, the Trustee any Certificate Registrar, any Custodian, Depository, Paying Agent, any Authenticating Agent appointed pursuant to Section 8.12 and any agent appointed pursuant to Section 8.2(g)) shall be paid out of the Securities Administrator Fee by the Securities Administrator Depositor pursuant to a separate agreement between the Trustee Section 12.05 and the Securities AdministratorSection 4.11. The Trustee (and any co-trustee) shall be entitled to reimbursement reasonable compensation (which shall not be limited by any provision of law regarding the compensation of a trustee of an express trust) for all services rendered by it in execution of the trusts hereby created and in the exercise and performance of the Trustee’s powers and duties hereunder. Upon notice to the Depositor, the Trustee will be reimbursed for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Trust this Agreement (including but not limited to the reasonable compensation compensation, disbursements and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense or disbursement as may arise from its negligence or bad faith or which is covered by any undertaking by Certificateholders pursuant to 8.02(d) so long as such expenses constitute “unanticipated expenses” within or (f) or, if applicable, Section 8.01(e). The Trustee and any director, officer or employee of the meaning Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred or paid to third parties (other than salaries paid to employees, and allocable overhead, of Treasury Regulation Section 1.860G-1(b)(3)(ii)the Trustee) in connection with its acceptance and administration of its trusts hereunder or under the Certificates, except any such expense, disbursement loss or advance liability as may arise from its negligence, bad faith, faith or willful misconduct or breach of contract which is covered by any indemnity provided by the Trustee. The Trustee and any directorCertificateholders pursuant to Section 8.02(d) or (f) or, officerif applicable, employee or agent of the Trustee shall be indemnified and held harmless by the Trust against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust AgreementSection 8.01(e). The provisions of this Section 8.05 shall survive the termination of this Agreement and the resignation or removal of the Trustee. The Trustee, the Certificate Registrar, the Custodian, each Depository, each Paying Agent, each Authenticating Agent and any agent appointed pursuant to Section 8.02 are entitled to indemnification from the Depositor, and will be held harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. Such indemnification shall survive the payment of the Certificates and termination of the Trust Fund, as well as the resignation or removal of CFMC as Servicer, and for purposes of such indemnification the negligence, bad faith or willful misconduct of any of the entities enumerated in the preceding sentence shall not be imputed to, or adversely affect, the right of any other enumerated entity to be entitled to indemnification.