Common use of Trustee's Fees Clause in Contracts

Trustee's Fees. The Trustee shall be entitled to receive the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof against any loss, liability or expense, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial 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, the Paying Agent, the Certificate Registrar or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or negligence in the performance of the duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect paid for all services rendered by it (except as otherwise reimbursed by the Seller pursuant to a separate fee letter between the Mortgage Loans. Saxon shall indemnify Seller and hold harmless the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the TrusteeCertificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The Trustee shall be entitled to receive as compensation all income gain and realized from any investment of funds in the Distribution Account. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to the Trustee Fee as compensation for its all services under rendered by it in the Trust Agreementexecution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability liability, fee or expense, including reasonable attorney's fees, expense incurred in connection with any Event of Default, any breach of this Agreement or arising out any claim or legal action (including any pending or threatened claim or legal action) relating to its acceptance or administration of or in connection with the Trust Agreement (trusts hereunder, other than a lossany claim, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any legal action against a breach constituting willful misfeasance, bad faith or negligence of the Trust Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Trustee shall indemnify the TrusteeCompany, the Paying Agent, the Certificate Registrar or the Custodian or Master Servicer and any director, officer, employee or agent thereof, of the Company or the performance of Master Servicer against any of the duties of the Trusteesuch claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Trustee’s duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder any amounts earned on funds in the Certificate Account. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee’s performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer’s duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder any amounts earned on funds in the Certificate Account. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action), or relating to the Trust acceptance or administration of its trusts hereunder or the Trustee’s performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability liability, fee or expense, including reasonable attorney's fees, expense incurred (a) in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or the Certificates or (b) arising out from the selection of the Custodian or in connection with from the Trust Agreement (failure of the Custodian to perform its obligations under the Custodial Agreement, other than a any claim, loss, liability or expense subject (i) sustained in connection with this Agreement or the Mortgage Loan Purchase Agreement related to indemnification by the willful misfeasance, bad faith or negligence of the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement in the performance of its duties hereunder or the Certificates, including, but not limited to, any such loss, liability or expense (ii) incurred in connection with any legal action against a breach constituting willful misfeasance, bad faith or negligence of the Trust Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee, the Paying Agent, the Certificate Registrar or the Custodian or Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties hereunder and under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)Custodial Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The Trustee shall be entitled to receive the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof against any loss, liability or expense, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial 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, the Paying Agent, the Certificate Registrar or the Custodian or any director, officer, employee or agent thereof, or the performance of any of the duties of the Trustee, the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement (including, but not limited to, the execution and delivery of documents in connection with a foreclosure sale, trustee's sale, or deed in lieu of foreclosure of a Mortgage Loan, including, but not limited to, any deed of reconveyance, any substitution of trustee documents or any other documents to release, satisfy, cancel or discharge any Security Instrument or Mortgage Loan) other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or negligence in the performance of the duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trustee.this

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder any amounts earned on funds in the Certificate Account. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee's performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee's performance under the Certificates, the Paying Agentother than any claim, the Certificate Registrar loss, liability or expense (i) sustained in connection with this Agreement or the Custodian Mortgage Loan Purchase Agreement related to the willful misfeasance, bad faith or negligence of the Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect paid for all services rendered by it (except as otherwise reimbursed by the Seller pursuant to a separate fee letter between the Mortgage Loans. Saxon shall indemnify Seller and hold harmless the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee, the Paying Agent, the Certificate Registrar Certificates or the Custodian Excess Servicing Strip, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the willful misfeasance, bad faith or negligence of the Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee's Fees. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid for all services rendered by it (except as otherwise reimbursed by the Seller pursuant to a separate fee letter between the Seller and the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee's performance under 115 the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder any amounts earned on funds in the Certificate Account. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Trustee Fee as compensation for its services under the Trust Agreement. The Trustee Fee shall be payable from amounts received with respect to the Mortgage Loans. Saxon shall indemnify and hold harmless the Trustee, the Paying Agent, the Certificate Registrar or the Custodian and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action), relating to the Trust acceptance or administration of its trusts hereunder or the Trustee’s performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Servicer ‘s duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect paid for all services rendered by it (except as otherwise reimbursed by the Seller pursuant to a separate fee letter between the Mortgage Loans. Saxon shall indemnify Seller and hold harmless the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee's performance under the Consulting Agreement, the Paying Agent, the Certificate Registrar Loss Mitigation Advisory Agreement or the Custodian Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the willful misfeasance, bad faith or negligence of the Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder, the Trustee Fee as Fee. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action), or relating to the Trust acceptance or administration of its trusts hereunder or the Trustee's performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement). The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteehereunder.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect paid for all services rendered by it (except as otherwise reimbursed by the Master Servicer pursuant to a separate fee letter between the Mortgage Loans. Saxon shall indemnify Master Servicer and hold harmless the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the TrusteeCertificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder, the Trustee Fee as Fee. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action), or relating to the Trust acceptance or administration of its trusts hereunder or the Trustee’s performance under the Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer’s duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect paid for all services rendered by it (except as otherwise reimbursed by the Seller pursuant to a separate fee letter between the Mortgage Loans. Saxon shall indemnify Seller and hold harmless the Trustee) in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the Trustee, 's performance under the Paying Agent, the Certificate Registrar Consulting Agreement or the Custodian Certificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the willful misfeasance, bad faith or negligence of the Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent Trustee or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability or expenseliability, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the TrusteeCertificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability liability, fee or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith faith, or negligence in the performance of the Master Servicer's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.

Trustee's Fees. The On each Distribution Date, the Trustee shall be entitled to receive withdraw from the Certificate Account as compensation hereunder the Trustee Fee as Fees. Such compensation for its services under (which shall not be limited by any provision of law in regard to the Trust Agreement. The Trustee Fee compensation of a trustee of an express trust) shall be payable from amounts received with respect to paid for all services rendered by it in the Mortgage Loans. Saxon shall indemnify execution of the trusts hereby created and hold harmless in the exercise and performance of any of the powers and duties hereunder or of the Trustee. Except as otherwise provided in this Agreement, the Paying Agent, the Certificate Registrar or the Custodian Trustee and any director, officer, employee or agent thereof of the Trustee shall be indemnified and held harmless by the Trust Fund against any lossclaim, liability or expense, including reasonable attorney's fees, incurred in connection with or arising out of or in connection with the Trust Agreement (other than a loss, liability or expense subject to indemnification by the Master Servicer pursuant to Section 6.01 hereof), any custodial agreement or the Certificates, including, but not limited to, any such loss, liability or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action against (including any pending or threatened claim or legal action) relating to the Trust acceptance or administration of its trusts hereunder or the TrusteeCertificates, other than any claim, loss, liability or expense (i) sustained in connection with this Agreement related to the Paying Agentwillful misfeasance, bad faith or negligence of the Certificate Registrar Master Servicer in the performance of its duties hereunder or (ii) incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Custodian Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent thereof, or the performance of any of the duties of the TrusteeTrustee against any such claim or legal action (including any pending or threatened claim or legal action), the Paying Agent or the Certificate Registrar under the Trust Agreement or the duties of the Custodian under any custodial agreement other than any loss, liability or expense incurred by reason of that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Sxxxxxxx's duties under the Trust Agreement or by reason of the willful misfeasance, bad faith or gross negligence of the Custodian under any custodial agreement (including specifically any loss, liability or expense incurred by the Custodian by reason of simple negligence under any custodial agreement)hereunder. The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee, the Paying Agent or the Certificate Registrar and the termination of the Trust Agreement and the resignation or removal of the Custodian under any custodial agreement. The Trustee may receive an additional indemnity from a party acceptable to the Trusteethis Agreement.