Common use of Indemnification of Trustee Clause in Contracts

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the any Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement Agreements or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Certificate Insurance Policy, the Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under any Cap Agreement, the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and Trustee, its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the any Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCap Agreements, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCap Agreements, the Certificate Insurance Policy, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement Agreements or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred (including, without limitation, the fees and expenses of its counsel and agents) without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its the Trustee's duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, Agreement or any Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCap Agreements, the Mortgage Loan Sale Purchase Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:: 100

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCap Agreements, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCertificate Insurance Policy, the Cap Agreements, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the any Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement Agreement, the Cap Agreement, any Bulk PMI Policy or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Class A1 Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCap Agreements, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the each Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the each Transfer Agreement, any each Servicing Agreement or the each Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:: 107

Indemnification of Trustee. The Trustee and Trustee, its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust any Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the each Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:: 118

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Class 1-A1 Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the each Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Mortgage Loan Sale Agreement, the each Transfer Agreement, any each Servicing Agreement or the each Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, their part arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Swap Agreement, the Interest Rate Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any the Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:: 124

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred (a) in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCertificates, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Custodial Agreement or any Servicing Agreement or the Custodial Agreementsand (b) with respect to Section 2.02(g), including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:: 107

Indemnification of Trustee. The Trustee and its directors, officers, employees and agents shall be entitled to indemnification and held harmless from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Cap Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCertificate Insurance Policy, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred (a) in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCertificates, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Custodial Agreement or any Servicing Agreement or and (b) with respect to the Custodial Agreementslast paragraph of Section 2.01(a), including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Class 1-A1B Cap Agreement, the Mortgage Loan Sale Agreement, the any Transfer Agreement, any Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee Trustee, including in its individual capacity, and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Exchange Trust Agreement, any Transfer Agreement, any the Servicing Agreement or the any Custodial AgreementsAgreement, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

Indemnification of Trustee. The Trustee and its respective directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred (a) in connection with any legal proceeding or incurred without negligence or willful misconduct on its 84 their part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its their duties hereunder or under the Exchange Trust AgreementCertificates, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Custodial Agreement or any Servicing Agreement or and (b) with respect to the Custodial Agreementslast paragraph of Section 2.01(a), including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that: