Common use of Trust Administrator’s Fees and Expenses Clause in Contracts

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an and amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust Issuing Entity and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust Issuing Entity for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust Issuing Entity shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall fulfill its obligations under this paragraph from amounts on deposit from time pay or reimburse the Trust Administrator for any payments required to time be paid by the Trust Administrator pursuant to Sections 7 and 24 of the U.S. Bank Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the "Trust Administrator CompensationFee"). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(f). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the “Trust Administrator CompensationFee”). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall fulfill its obligations under this paragraph from amounts on deposit from time pay or reimburse the Trust Administrator for any payments required to time be paid by the Trust Administrator pursuant to Sections 7 and 24 of the U.S. Bank Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso; provided that DLJMC will promptly reimburse the Trust for any amounts paid by the Trust if DLJMC failed to make such payment to the Trust Administrator. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties or the exercise of (or failure to exercise) its rights hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the "Trust Administrator CompensationFee"). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, the Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement and any Designated Servicing Agreement, or (b) the Mortgage Loans performance of any of the Trust Administrator's duties hereunder or (c) the Certificatesunder any Custodial Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the "Trust Administrator CompensationFee"). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreements or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso; provided that DLJMC will promptly reimburse the Trust for any amounts paid by the Trust if DLJMC failed to make such payment to the Trust Administrator. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator (including in its capacity as Supplemental Interest Trust Trustee and any other capacity as described herein) and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunderor the exercise of (or failure to exercise) its rights (a) hereunder or (b) under the Cap Agreements, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the “Trust Administrator CompensationFee”). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if any, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, (d) the Yield Maintenance Agreements or (e) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement or the Yield Maintenance Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of April 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Assets or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an amount equal the investment income or other benefit derived from balances in the Certificate Account pursuant to the Trust Administrator CompensationSection 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of February 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of January 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October 1, 2001 by and between Bank One, National Association, as Trustee, The Chase Manhattan Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or the exercise of (yor failure to exercise) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)its rights, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of March 1, 2001 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of September 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of March 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of November 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of November 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.10(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Assets or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of one $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Certificates, or (c) the Certificatesperformance of any of the Trust Administrator's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of April 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to Section 3.05(e) (the “Trust Administrator CompensationFee”). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust Trust) and held harmless against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, the Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement and any Designated Servicing Agreement, or (b) the Mortgage Loans performance of any of the Trust Administrator’s duties hereunder or (c) the Certificatesunder any Custodial Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an amount equal the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Trust Administrator CompensationCertificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of June 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of March 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of April 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of September 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be paid an up-front fee and shall be entitled to retain or withdraw any benefit derived from the Distribution Account an amount equal to maintaining balances in the Trust Certificate Account (the “Trust Administrator CompensationFee”). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Depositor (or if the Depositor shall fail to do so, by the Trust Fund) and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (ifees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans Certificates or (c) the Certificatesperformance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders; provided, however, that such indemnity amounts payable by the Depositor or the Trust Fund to the Trust Administrator pursuant to this Section 7.05 shall not exceed $200,000 per year; provided, further, that any amounts not payable by the Depositor or the Trust Fund to the Trust Administrator due to the preceding proviso shall be payable by the Depositor (or if the Depositor fails to do so, by the Trust Fund) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, the Depositor (or if the Depositor fails to do so, the Trust Fund) shall, except as otherwise agreed upon in writing by the Depositor and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the ordinary course of its duties as Trust Administrator (including in its capacity as Tax Matters Person hereunder). Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. With respect to any expenses or reimbursements due to the Trust Administrator pursuant to this Section 7.05, on the Distribution AccountDate of such reimbursement or future Distribution Dates to the extent required, the aggregate of such expenses and reimbursements shall be allocated first, in reduction of the amount referred to in clause (i) of the definition of Interest Distribution Amount for such Distribution Date for each Class of Certificates to be allocated pro rata (based on the amount of the Interest Distribution Amount for each such Class before reduction pursuant to this Section 7.05) and then, if remaining unreimbursed, in reduction of the Principal Distribution Amount for such Distribution Date.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of November 1, 2003 by and among U.S. Bank National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from compensated by the Distribution Account an amount equal to Master Servicer as separately agreed with the Trust Administrator CompensationMaster Servicer. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties or the exercise of its rights hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties or the exercise of (or failure to exercise) its rights hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall Trustee is authorized to make withdrawals from the Distribution Account pursuant to Section 3.10(b)(iii) to fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Accountparagraph.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of June 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank National Association, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October 1, 2001 by and between Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an pursuant to Section 3.08(b)(i) the amount equal to of the Trust Administrator CompensationFee for each Mortgage Loan prior to any distribution on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of May 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Account an amount equal to the Trust Administrator Compensation. The Trust Administrator and any director, officer, employee, agent or “"control person” " within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“"Control Person”"), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s 's fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties or the exercise of (or failure to exercise) its rights hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s 's duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)hereunder, or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, or which would not be an “"unanticipated expense” " within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain the investment income or withdraw other benefit derived from balances in the Distribution Certificate Account an amount equal pursuant to the Trust Administrator CompensationSection 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of June 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an amount equal the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Trust Administrator CompensationCertificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of August 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of May 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of January 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of December 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of August 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October 1, 2003 by and among U.S. Bank National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee for each Mortgage Loan prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s fees's fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s 's duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s 's negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of December 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an amount equal the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Trust Administrator CompensationCertificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of September 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities hereunder, the The Trust Administrator shall be entitled to retain or withdraw from receive as compensation all income earned on amounts on deposit in the Distribution Account an amount equal to the Trust Administrator CompensationAccount. The Trust Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties or the exercise of its rights hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Trust Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or the Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of May 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S Bank National Association, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of June 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of August 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be (i) entitled to retain or withdraw from the Distribution Certificate Account an the amount equal to of the Trust Administrator CompensationFee pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) entitled to the investment income or other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e). The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of July 1, 2002 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

Trust Administrator’s Fees and Expenses. As compensation for its activities services hereunder, the Trust Administrator shall be entitled to retain or withdraw from the Distribution Certificate Account an (i) the amount equal to of the Trust Administrator CompensationFee, if applicable, pursuant to Section 3.08(b)(i) for each Mortgage Loan prior to any distributions on the Certificates and (ii) the earnings on amounts on deposit therein pursuant to Section 3.08(b)(i) prior to any distributions on the Certificates. The Trust Administrator and any director, officer, employee, employee or agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange of 1934, as amended (“Control Person”), of the Trust Administrator shall be indemnified by the Trust DLJMC and held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney’s feesfees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or Certificates, (c) the CertificatesCustodial Agreement, or (d) the performance of any of the Trust Administrator’s duties hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Trust Administrator’s duties hereunder, other than any loss, liability or expense (x) incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator’s duties hereunder or (y) which would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust Administrator taken at the direction of the CertificateholdersCertificateholders and (ii) resulting from any error in any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust Administrator’s negligence, bad faith or willful misconduct, to pay or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, reimburse the Trust Administrator shall be reimbursed by the Trust (up to a maximum of $150,000), for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, engineer or appraiser or other agent that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator must engage such Persons persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The In addition, DLJMC covenants and agrees, to pay or reimburse the Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to a Custodial Agreement. In addition, DLJMC covenants and agrees to pay or reimburse the Trust Administrator for any payments required to be paid by the Trust Administrator pursuant to Sections 7 and 24 of the Custodial Agreement dated as of July 1, 2003 by and among Bank One, National Association, as Trustee, JPMorgan Chase Bank, as Trust Administrator, and U.S. Bank N.A., as Custodian. Except as otherwise provided herein, the Trust Administrator shall fulfill its obligations under this paragraph from amounts on deposit from time not be entitled to time payment or reimbursement for any routine ongoing expenses incurred by the Trust Administrator in the Distribution Accountordinary course of its duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent hereunder or for any other expenses. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.