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

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Securities Administrator shall be entitled to any investment income on amounts on deposit in the Master Servicer Collection Account and the Distribution Account. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a) 5.07 all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans EMC and EMC hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a) 5.06 all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Certificateholders or the Certificateholders Trust Fund hereunder. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party's rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereundermisconduct. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party's rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct misconduct. The Trust Fund further agrees to indemnify and hold harmless the Trustee for and against any loss, liability or which is specifically designated herein as the responsibility of the Depositorexpense arising out of, or in connection with, the Sellerprovisions set forth in the final paragraph of Section 2.01 hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigation and defending itself against any claim, action or proceeding, pending or threatened, relating to the Master Servicer or the Certificateholders hereunderprovisions of such paragraph. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees of the Trustee (including shall be paid in its capacity as Custodian hereunder) accordance with a side letter agreement between the Trustee and the Master Servicer. With respect to the Trust Fund, the Securities Administrator shall each be compensated entitled to receive a fee payable by the Master Servicer for its services hereunder from a portion of and as agreed to between the Securities Administrator and the Master Servicing FeeServicer in a separate agreement. In addition, the Trustee and the Securities Administrator will be entitled to recover recover, from the Distribution Account pursuant to Section 4.03(a) 4.05 with respect to the Certificates all reasonable out-of-pocket expenses, indemnification payments, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) or incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunderrelated Certificateholders. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (Trustee, including in its capacity as Custodian hereunder) , and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee or Securities Administrator, as applicable, is required to make under Section 3.20 3.07 or 3.08 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement or the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Securities Administrator shall be entitled to any investment income on amounts on deposit in the Master Servicer Collection Account and the Distribution Account. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a) 5.07 all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, respectively, incurred in the course of its respective engagement hereunder, including without limitation, limitation in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans EMC and EMC hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Yield Maintenance Agreements (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Yield Maintenance Agreement or the Basis Risk Cap Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees of the Trustee (including shall be paid in its capacity as Custodian hereunder) accordance with a side letter agreement between the Trustee and the Master Servicer. With respect to the Mortgage Fund, the Securities Administrator shall each be compensated entitled to receive a fee payable by the Master Servicer for its services hereunder from a portion of and as agreed to between the Securities Administrator and the Master Servicing FeeServicer in a separate agreement. With respect to the Re-REMIC Fund, the Securities Administrator shall be entitled to receive on each Distribution Date the Securities Administration Fee for such Distribution Date. In addition, the Trustee and the Securities Administrator will be entitled to recover recover, from the Distribution Account pursuant to Section 4.03(a) 4.05 with respect to the Mortgage Pass-Through Certificates and from the Re-REMIC Certificate Account pursuant to Section 4.07 with respect to the Re-REMIC Certificates, all reasonable out-of-pocket expenses, indemnification payments, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunderrelated Certificateholders. If funds in the Distribution Account or Re-REMIC Certificate Account, as applicable, are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Trustee Fee shall be paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the SellerSponsor, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, and related expenses which shall be paid by the Wells Master Servicer for its services out of funds received by it hereunder from a portion xx xxspect of the Wells Master Servicing Fee. In addition, the Trustee and the Securities Xxxxrities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee by the EMC Master Servicer and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereundermisconduct. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as a Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Swap Agreement, the Supplemental Interest Trust or the Basis Risk Cap Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 161

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement between the Trustee and the Master Servicer for its services hereunder from a portion of the Master Servicing FeeServicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, or any other cost, liability or expense arising out of or in connection with this Agreement, the performance of its duties Servicing Agreements, the Custodial Agreement, the Assignment Agreements or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) Certificates (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunderCertificateholders. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 3.07 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement, the Yield Maintenance Agreements or the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as a Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Yield Maintenance Agreement or the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Basis Risk Cap Agreement, Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 156

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the SellerSponsor, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 116

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (Trustee, including in its capacity as Custodian hereunder) , and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing FeeFee as agreed to by the Trustee and the Master Servicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee or Securities Administrator, as applicable, is required to make under Section 3.20 3.07 or 3.08 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement or any Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Securities Administrator shall be entitled to any investment income on amounts on deposit in the Master Servicer Collection Accounts and the Distribution Accounts. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account Master Servicer Collection Accounts pursuant to Section 4.03(a) 5.07 all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account Master Servicer Collection Accounts are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees of the Trustee (including shall be paid in its capacity as Custodian hereunder) accordance with a side letter agreement between the Trustee and the Master Servicer. With respect to the Trust Fund, the Securities Administrator shall each be compensated entitled to receive a fee payable by the Master Servicer for its services hereunder from a portion of and as agreed to between the Securities Administrator and the Master Servicing FeeServicer in a separate agreement. In addition, the Trustee and the Securities Administrator will be entitled to recover recover, from the Distribution Account pursuant to Section 4.03(a) 4.05 with respect to the Certificates all reasonable out-of-pocket expenses, indemnification payments, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) or incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunderCertificateholders. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (Trustee, including in its capacity as Custodian hereunder) , and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing FeeFee as agreed to by the Trustee and the Master Servicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee or Securities Administrator, as applicable, is required to make under Section 3.20 3.07 or 3.08 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement, any Yield Maintenance Agreement or the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderCustodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in accordance with the fee letter between the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, or under the performance of its duties under Section 2.03 hereof) Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 3.19 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (includinghereunder, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderCustodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 3.19 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (includinghereunder, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 121

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Swap Agreement, the Supplemental Interest Trust or the Basis Risk Cap Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 158

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, and related expenses which shall be paid by the Wells Master Servicer for its services out of funds received by it hereunder from a portion in rexxxxx of the Wells Master Servicing Fee. In addition, the Trustee and the Securities Secuxxxxxs Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee by the EMC Master Servicer and First Union and held in the Distribution Account all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereundermisconduct. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder to the extent not paid by Xxxxxxxxx) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 113

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Securities Administrator shall be entitled to any investment income on amounts on deposit in the Master Servicer Collection Account and the Distribution Account. In addition, the Trustee and the Securities Administrator will shall be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a) 5.06 all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Certificateholders or the Certificateholders Trust Fund hereunder. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans Depositor and the Depositor hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as a Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Yield Maintenance Agreements (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party’s rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct misconduct. The Trust Fund further agrees to indemnify and hold harmless the Trustee for and against any loss, liability, or which is specifically designated herein as the responsibility of the Depositorexpense arising out of, or in connection with, the Sellerprovisions set forth in the final paragraph of Section 2.01 hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigation and defending itself against any claim, action or proceeding, pending or threatened, relating to the Master Servicer or the Certificateholders hereunderprovisions of such paragraph. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement with the Master Servicer for its services hereunder from a portion and at the expense of the Master Servicing FeeServicer. In addition, the Securities Administrator shall be entitled to any investment income on amounts on deposit in the Master Servicer Collection Account and the Distribution Account. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a) 5.07 all reasonable out-of-pocket out -of -pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses expenses, disbursements or advances from future collections on the Mortgage Loans EMC and EMC hereby agrees to pay such expenses, disbursements or as otherwise agreed by the Certificateholdersadvances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as a Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereundera Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) or under the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Senior Basis Risk Cap Agreement, Subordinate Basis Risk Cap Agreement, Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderCustodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, or under the performance of its duties under Section 2.03 hereof) Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderCustodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 3.19 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (includinghereunder, but not limited to, under the performance of its duties under Section 2.03 hereof) Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 144

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, and related expenses which shall be paid by the Xxxxx Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Xxxxx Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee by the EMC Master Servicer and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereundermisconduct. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder to the extent not paid by Txxxxxxxx) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 124

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (Trustee, including in its capacity as Custodian hereunder) , and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee or Securities Administrator, as applicable, is required to make under Section 3.20 3.07 or 3.08 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement, the Yield Maintenance Agreements or the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party’s rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct misconduct. The Trust Fund further agrees to indemnify and hold harmless the Trustee for and against any loss, liability or which is specifically designated herein as the responsibility of the Depositorexpense arising out of, or in connection with, the Sellerprovisions set forth in the final paragraph of Section 2.01 hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigation and defending itself against any claim, action or proceeding, pending or threatened, relating to the Master Servicer or the Certificateholders hereunderprovisions of such paragraph. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a)(ix) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party's rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct misconduct. The Trust Fund further agrees to indemnify and hold harmless the Trustee for and against any loss, liability or which is specifically designated herein as the responsibility of the Depositorexpense arising out of, or in connection with, the Sellerprovisions set forth in the final paragraph of Section 2.01 hereof, including without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigation and defending itself against any claim, action or proceeding, pending or threatened, relating to the Master Servicer or the Certificateholders hereunderprovisions of such paragraph. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as a Custodian hereunder) and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as a Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodians and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 118

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (Trustee, including in its capacity as Custodian hereunder) , and the Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing FeeFee as agreed to by the Trustee and the Master Servicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee or Securities Administrator, as applicable, is required to make under Section 3.20 3.07 or 3.08 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) ), or under the Servicing Agreement, the Yield Maintenance Agreement or the Certificate Insurance Policy (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder to the extent not paid by [Xxxxxxxxx]) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.. 109

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust in its capacity as Custodian hereunder) accordance with the fee letter between the Master Servicer and the Trustee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee (as Trustee and in its individual corporate capacity) and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a4.05(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder to the extent not paid by Xxxxxxxxx) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderCustodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 3.19 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder hereunder, under the Certificate Insurance Policy (includingincluding the reasonable compensation, but not limited to, the performance expenses and disbursements of its duties counsel) or incurred or made by the Securities Administrator under Section 2.03 hereof) the Yield Maintenance Allocation Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Administrator, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The fees and expenses of the Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated by paid in accordance with a side letter agreement between the Trustee and the Master Servicer for its services hereunder from a portion of the Master Servicing FeeServicer. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunderCertificateholders. If funds in the Distribution Master Servicer Collection Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersSeller. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in the administration of this Agreement (other than its ordinary out of pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (a) this Agreement or (b) the Certificates, other than any loss, liability or expense incurred by reason of its negligence or intentional misconduct, or which is the responsibility of the Certificateholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and Trustee, the Securities Administrator and the Custodian shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing FeeCompensation. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection with any filing that the Trustee is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunderthe Custodian) shall be compensated by the Master Servicer for its services hereunder on behalf of the Trust Fund in the amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee shall paid from a portion of the Master Servicing Fee. The Securities Administrator shall each be compensated by the Master Servicer for its services hereunder from a portion of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee (including for such purpose, any fees and expenses relating to its capacity as the Custodian hereunder) and the Securities Administrator, respectively, including without limitation, in connection with any filing that the Trustee Securities Administrator is required to make under Section 3.20 hereof, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) or incurred or made by the Securities Administrator under each of the Swap Agreement, the Supplemental Interest Trust or the Basis Risk Cap Agreement (including the reasonable compensation, expenses and disbursements of its counsel), except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer Servicer, the Certificateholders or the Certificateholders hereunderTrust Fund hereunder or thereunder. If funds in the Distribution Account are insufficient therefor, the Trustee Trustee, the Custodian and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Trustee’s and Securities Administrator’s Fees and Expenses. The Trustee (including in its capacity as Custodian hereunder) and the Securities Administrator shall each be compensated entitled to the Trustee Fee and the Securities Administrator Fee, respectively, which shall be paid by the Master Servicer for its services out of funds received by it hereunder from a portion in respect of the Master Servicing Fee. In addition, the Trustee and the Securities Administrator shall be indemnified and held harmless by the Trust Fund (and accordingly will be entitled to recover from the Distribution Master Servicer Collection Account pursuant to Section 4.03(a4.03(b) and from comparable funds in a comparable order provided to the Trustee and held in the Distribution Account) for all liabilities, losses, costs, reasonable out-of-pocket expenses, disbursements and advancesadvances and the expenses of the Trustee and the Securities Administrator, including without limitationrespectively, in connection with any filing that the Trustee is required to make performance of its duties and obligations and the exercise of its rights under Section 3.20 hereofthis Agreement, (including exercise of such party’s rights under the Assumption Agreements and the Servicing Agreements), the Custodial Agreement, the Certificates, the Mortgage Loans, any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder or the Securities Administrator, respectively, in the performance of its duties or the administration of the trusts hereunder (including, but not limited to, the performance of its duties under Section 2.03 hereof) (including the reasonable compensation, expenses and disbursements of its counsel) except any such liability, loss, cost, expense, disbursement or advance as may arise from its negligence negligence, bad faith or intentional misconduct or which is specifically designated herein as the responsibility of the Depositor, the Seller, the Master Servicer or the Certificateholders hereundermisconduct. If such funds in the Distribution Account are insufficient therefor, any such insufficiency shall be recoverable from the Trustee and the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the CertificateholdersDepositor. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The indemnification set forth herein shall survive the resignation or removal of the Trustee or the Securities Administrator and the termination of this Agreement.