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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust 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 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 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out of by the Securities Administrator Fee by from the fee paid to the Securities Administrator pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, the Collection Account and the Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute “an "unanticipated expenses” expense" within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii); provided, except however, that any such expenserecoveries pursuant to this sentence shall not exceed $500,000 per year prior to disbursements to the Certificateholders and thereafter any recoveries shall be limited to any excess amounts pursuant to Section 5.05(g)(ii). If funds in the Certificate Account, disbursement or advance as may arise from its negligencethe Collection Account and the Servicing Administrator Collection Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust 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 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 Master 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 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 9.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee and termination of shall be from the Trust AgreementMaster Servicer's own funds, without reimbursement from REMIC I 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 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 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. In addition, bad faith, willful misconduct or breach of contract by the Trustee. The Trust Fund shall 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 9.05 shall survive Agreement or the resignation or removal of the Trustee and termination of the Trust Agreementhereunder.

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 Sale and Servicing Agreements, 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 Agreement. The provisions of this Section 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust 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 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 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the Trust Agreementresignation 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 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 9.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the Trust Agreementresignation 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 9.05 8.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 Agreement, 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 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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. 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 9.05 8.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 shall survive Agreement and the resignation or removal of the Trustee and termination of the Trust Agreementhereunder.

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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the Trust Agreementresignation 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 9.05 shall survive the resignation or removal of the Trustee and the termination of the Trust Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust As compensation for its activities under this Agreement, the Trustee shall be paid out of the Securities Administrator Fee an on-going monthly or annual fee, as applicable, by the Securities Administrator pursuant to a separate agreement between agreement. The Trustee shall have no lien on the Trustee and Trust Fund for the Securities Administratorpayment of such fees. The Trustee shall be entitled to reimbursement be reimbursed, from funds on deposit in the Distribution Account, amounts sufficient to indemnify and hold harmless the Trustee and any director, officer, employee, or agent of the Trustee against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense (i) resulting from any breach of the Servicer's obligations in connection with the Servicing Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Servicing Agreement, (ii) resulting from any breach of the Responsible Party's obligations in connection with any Sale Agreement for which it has performed its obligation to indemnify the Trustee pursuant to the Sale Agreement, or (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this Agreement. Without limiting the foregoing, except for any expense, disbursement, or advance arising from the Trustee's negligence, bad faith, or willful misfeasance, the Trust Fund shall pay or reimburse the Trustee, 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 compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and (B) the reasonable compensation, expenses, and disbursements of all persons any accountant, engineer, or appraiser 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, to the extent that the Trustee must engage them to perform services under this Agreement. The Trustee and any directorExcept as otherwise provided in this Agreement, officer, employee or agent of the Trustee shall not be indemnified and held harmless entitled to payment or reimbursement for any routine ongoing expenses incurred 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 ordinary course of its duties as Trustee under the Trust this Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreementfor 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 the Trustee Fee as compensation for all services rendered by it in the execution of the trusts created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. In addition, the Trustee shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Master Servicer Collection Account pursuant to Section 4.03(c) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advances (including under Section 9.01(f)) and the expenses of the Trustee in connection with the performance of its duties and disbursements obligations and the exercise of its rights under this Agreement, the Certificates, the Mortgage Loans, 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 administration of the provisions of the Trust Agreement trusts hereunder (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel 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 liability, loss, cost, expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct faith or breach of contract by the Trusteeintentional misconduct. 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 toIf such funds are insufficient therefor, any such loss, liability, or expense incurred insufficiency shall be recoverable from the Depositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in connection with any legal action against regard to 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 9.05 indemnification set forth herein shall survive the resignation or removal of the Trustee and the termination of the Trust 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out of by the Securities Administrator Fee by from the fee paid to the Securities Administrator pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, the Collection Account and the Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute an “unanticipated expensesexpense” within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii). If funds in the Certificate Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreement.

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 Fund 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. Such indemnity shall survive the termination of this Agreement and the resignation of the Trustee. As a limitation on the foregoing with respect to certain expenses of the Trustee, the Trustee shall receive from the Trust Fund amounts with respect to indemnification for counsel fees and expenses (collectively, "Legal Fees") in connection with any third-party litigation or other claims alleging violations of laws or regulations relating to consumer lending and/or servicing of the Trust Fund (collectively, "Third Party Claims") in an amount not greater than $25,000 per month, and $600,000 in the aggregate (with amounts in excess of $25,000 for any month carried-forward to subsequent months, until the $600,000 aggregate maximum is reached). The Trustee shall 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. (b) Without limiting the Master Servicer's indemnification obligations under Section 6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's obligations and duties under this Agreement. The provisions Such indemnity shall survive the termination or discharge of this Section 9.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment under this Section 8.05(b) made by the Master Servicer to the Trustee and termination of shall be from the Master Servicer's own funds, without reimbursement from the Trust AgreementFund 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 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 Fee on each Distribution Date, as compensation and the expenses and disbursements of for 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 9.05 shall survive the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Master Servicer covenants and termination 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 and unanticipated expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the Trust Agreementprovisions of this Agreement including, but not limited to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer 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) expenses incurred pursuant to Section 3.

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 9.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the Trust Agreementresignation 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 The Trustee shall be paid out of the Securities Administrator Fee by the Securities Administrator from the fee paid to the Securities Administrator by the Master Servicer pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances discussed in this Section 9.05, in an amount not to exceed $500,000 per year, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute “an "unanticipated expenses” expense" within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii). If funds in the Certificate Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreement.

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 9.05 shall survive Agreement or the resignation or removal of the Trustee and termination of the Trust Agreementhereunder.

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 9.05 8.5 shall survive the resignation or removal of the Trustee or the Paying Agent and the termination of this Agreement and the Trust Agreementresignation 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 the Trustee Fee as compensation for all services rendered by it in the execution of the trusts created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. In addition, the Trustee shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Master Servicer Collection Account pursuant to Section 4.03(c) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee in connection with the performance of its duties and disbursements obligations and the exercise of its rights under this Agreement, the Certificates, the Mortgage Loans, 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 administration of the provisions of the Trust Agreement trusts hereunder (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel 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 liability, loss, cost, expense, disbursement or advance as may arise from its negligence, bad faith, willful misconduct faith or breach of contract by the Trusteeintentional misconduct. 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 toIf such funds are insufficient therefor, any such loss, liability, or expense incurred insufficiency shall be recoverable from the Depositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in connection with any legal action against regard to 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 9.05 indemnification set forth herein shall survive the resignation or removal of the Trustee and the termination of the Trust this 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 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 9.05 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 termination 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 (A) the reasonable compensation, expenses, and disbursements of its counsel not associated with the closing of the Trust issuance of the Certificates, and (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 them to perform services under this Agreement. Except as otherwise provided in this Agreement, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, or Paying Agent under this Agreement or for any other expenses.

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 9.05 shall survive Agreement and the resignation or removal of the Trustee and termination of 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 AgreementFund therefor.

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 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 Agreement, officer, employee or agent thereof(b) the Certificates, or (c) the performance of any of the Trustee’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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust Agreementprovisions 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 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 9.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee and termination of shall be from the Master Servicer's own funds, without reimbursement from the related Trust AgreementFund therefor.

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 9.05 8.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

Trustee's Fees and Expenses. Pursuant to the Trust As compensation for its activities under this Agreement, the Trustee shall be paid out of may withdraw from the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between Distribution Account on each Distribution Date the Trustee Fee for the Distribution Date and any interest or investment income earned on funds deposited in the Securities AdministratorDistribution Account. The Trustee and any director, officer, employee, or agent of the Trustee shall be entitled to reimbursement indemnified by the Servicer against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by such Servicer or incurred in connection with any claim or legal action relating to: (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. This indemnity shall survive the termination of this 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 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 compensation, 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, or appraiser 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, to the extent that the Trustee must engage them to perform services under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Except as otherwise provided in this Agreement or a separate letter agreement between the Trustee and any directorthe Depositor, officer, employee or agent of the Trustee shall not be indemnified and held harmless entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trust against any lossTrustee in the ordinary course of its duties as Trustee, 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, liabilityRegistrar, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or paying 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 this Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreementfor any other expenses.

Trustee's Fees and Expenses. Pursuant to the Trust As compensation for its activities under this Agreement, the Trustee shall be paid out of may withdraw from the Securities Administrator Fee by the Securities Administrator pursuant to a separate agreement between Distribution Account on each Distribution Date the Trustee and Fee for the Securities AdministratorDistribution Date. The Trustee and any director, officer, employee, or agent of the Trustee shall be entitled to reimbursement indemnified by the Seller against any loss, liability, or expense (including reasonable attorney's fees) resulting from any error in any tax or information return prepared by the Master Servicer or incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the primary mortgage guaranty insurance acquired by the Trust Fund from PMI, (c) the Certificates, or (d) the performance of any of the Trustee's duties under this Agreement, other than any loss, liability, or expense incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee's duties under this Agreement. This indemnity shall survive the termination of this 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 Seller shall pay or reimburse the Trustee, 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 compensation, 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, or appraiser 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, to the extent that the Trustee must engage them to perform services under this Agreement, and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trustee and any directorExcept as otherwise provided in this Agreement, officer, employee or agent of the Trustee shall not be indemnified and held harmless entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trust against any lossTrustee in the ordinary course of its duties as Trustee, 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, liabilityRegistrar, 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 Paying Agent 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 this Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreementfor 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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee and termination of hereunder. Amounts payable to the Trust AgreementTrustee 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 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 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 Agreement, officer, employee or agent thereof(b) the Certificates, or (c) the performance of any of the Trustee’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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. 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 9.05 8.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 withdraw from the Certificate Account on each Distribution Date prior to making distributions pursuant to Section 4.02 an amount equal to 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 Fee for 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 TrusteeDistribution Date. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Depositor and the Servicers 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) (i) incurred in connection with any claim or legal action against relating to (a) this Agreement, (b) the Trust or Custodial Agreement, (c) the Trustee or any directorCertificates, officer, employee or agent thereof(d) the FSA Policy, or (e) 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 incurred by reason of reckless disregard any action of obligations the Trustee taken at the direction of the Certificateholders 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust Agreementprovisions 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 Tax Matters Person hereunder or for any other expenses.

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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. 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 9.05 8.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Seller covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Seller shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to the second and third sentence of Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 shall survive Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer to the Trustee and termination of shall be from the Trust AgreementMaster Servicer's own funds, without reimbursement from REMIC I therefor.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out of by the Securities Administrator Fee by from the fee paid to the Securities Administrator pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, the Collection Account and the Master Servicer Collection Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute “an "unanticipated expenses” expense" within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii). If funds in the Certificate Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreement.

Trustee's Fees and Expenses. Pursuant to the Trust As compensation for its activities under this Agreement, the Trustee may withdraw from the Distribution Account on each Distribution Date the Trustee Fee for the Distribution Date and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee, the Custodian and any director, officer, employee, or agent of the Trustee or the Custodian shall be paid out indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys’ fees) incurred in connection with any claim or legal action relating to: (a) this Agreement, (b) the Certificates, or (c) the performance of any of the Securities Administrator Fee Trustee’s or the Custodian’s duties under this Agreement, other than any loss, liability, or expense (i) resulting from any breach of the Servicer’s obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (ii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of its own duties under this Agreement. This indemnity shall survive the termination of this 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 Securities Administrator pursuant to a separate agreement between the Trustee Depositor and the Securities Administrator. The Trustee Trustee, and except for any expense, disbursement, or advance arising from the Trustee’s negligence, bad faith, or willful misfeasance, the Trust Fund shall be entitled to reimbursement pay or reimburse the Trustee, 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 compensation, 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, or appraiser 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, to the extent that the Trustee must engage them to perform services under this Agreement; and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Except as otherwise provided in this Agreement or a separate letter agreement between the Trustee and any directorthe Depositor, officer, employee or agent of the Trustee shall not be indemnified and held harmless entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trust against any lossTrustee in the ordinary course of its duties as Trustee, 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, liabilityRegistrar, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or paying 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 this Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreementfor 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 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 from the fee paid to the Securities Administrator by the Master Servicer pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances upon any Event of Default, any breach of this Agreement, the Custodial Agreement or the Interim Servicing Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute “an "unanticipated expenses” expense" within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii). If funds in the Certificate Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreement.

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 3.08(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 Agreement, 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 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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. Pursuant to the Trust Agreement, the The Trustee shall be paid out of by the Securities Administrator Fee by from the fee paid to the Securities Administrator pursuant to a separate an agreement between the Trustee and the Securities Administrator. The In addition, the Trustee shall and its officers, directors, employees and agents will be entitled to reimbursement for recover from the Certificate Account, the Collection Account and the Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in accordance with any of them in the provisions performance of their duties or the administration of the Trust trusts hereunder or under the Custodial Agreement (including but not limited to the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all persons counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not regularly in its employ) so long as such expenses constitute “an "unanticipated expenses” expense" within the meaning of Treasury Regulation Regulations Section 1.860G-1(b)(3)(ii); provided, except however, that any such expenserecoveries pursuant to this sentence shall not exceed $500,000 per year prior to disbursements to the Certificateholders and thereafter any recoveries shall be limited to any excess amounts pursuant to Section 5.05(g)(iii). If funds in the Certificate Account, disbursement or advance as may arise from its negligencethe Collection Account and the Servicing Administrator Collection Account are insufficient therefor, 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 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 provision of law in regard to the compensation of a trustee of an express trust. Such obligations shall survive the termination of this Agreement and the removal 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 resignation 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust Agreement.

Trustee's Fees and Expenses. Pursuant (a) In addition to the Trust AgreementTrustee Fee, 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 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 9.05 shall survive Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and termination 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 Trust 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. (b) Notwithstanding anything to the contrary in this Agreement, the Depositor shall not be obligated to pay to the Trustee more than, in the aggregate, $150,000 pursuant to Section 8.05(a) hereof. Other than as set forth in this Section 8.05, the Trustee shall not be entitled to any other compensation or reimbursement for loss or expenses.

Trustee's Fees and Expenses. 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 9.05 shall survive Agreement and the resignation or removal of the Trustee and termination of 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 AgreementFund 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 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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.

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 9.05 shall survive Agreement or the resignation or removal of the Trustee and termination of the Trust Agreementhereunder.

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 9.05 shall survive the resignation or removal of the Trustee and termination of the Trust AgreementTrustee.