Common use of Indemnification and Compensation Clause in Contracts

Indemnification and Compensation. Section 7.01. Trust Expenses 25 Section 7.02. Indemnification 25 Section 7.03. Compensation 25 Section 7.04. Lien on Trust Estate 25 Section 8.01. Termination of Agreement. 26 Section 9.01. Eligibility Requirements for Owner Trustee 27 Section 9.02. Resignation or Removal of Owner Trustee 27 Section 9.03. Successor Owner Trustee 27 Section 9.04. Merger or Consolidation of Owner Trustee 28 Section 9.05. Appointment of Co-Trustee or Separate Trustee 28 Section 10.01. Supplements and Amendments 29 Section 10.02. No Legal Title to Trust Estate in Certificateholders 31 Section 10.03. Pledge of Collateral by Owner Trustee is Binding 31 Section 10.04. Limitations on Rights of Others 31 Section 10.05. Notices 31 Section 10.06. Severability 32 Section 10.07. Separate Counterparts 32 Section 10.08. Successors and Assigns 32 Section 10.09. Headings 32 Section 10.10. Governing Law 32 Section 10.11. No Petition. 32 Section 10.12. No Recourse 33 Section 10.13. Customer Identification. 33 Section 11.01. Appointment of Officers 33 Section 11.02. Officers to Provide Information to the Owner Trustee 33 Exhibit A Forms of Certificates Exhibit B [Reserved] Exhibit C Form of Certificate of Trust Exhibit D-1 Form of Rule 144A Investment Letter Exhibit D-2 Form of Non-Rule 144A Investment Letter Exhibit E Form of Certificate of Beneficial Owner Exhibit F Form of Representation and Warranty Regarding Transferee’s Status as a REIT or Qualified REIT Subsidiary This TRUST AGREEMENT, dated as of [ ], 2005, is by and among NYMT SECURITIES CORPORATION, a Delaware corporation (the “Depositor”), [ ], a [ ], as Owner Trustee (the “Owner Trustee”), and [ ], a [ ], as Trust Administrator (the “Trust Administrator”).

Indemnification and Compensation. Section 7.01. Trust Expenses 25 26 Section 7.02. Indemnification 25 26 Section 7.03. Compensation 25 26 Section 7.04. Lien on Trust Estate 25 26 Section 8.01. Termination of Agreement. 26 Section 9.01. Eligibility Requirements for Owner Trustee 27 Section 9.02. Resignation or Removal of Owner Trustee 27 28 Section 9.03. Successor Owner Trustee 27 28 Section 9.04. Merger or Consolidation of Owner Trustee 28 29 Section 9.05. Appointment of Co-Trustee or Separate Trustee 28 29 Section 10.01. Supplements and Amendments 29 30 Section 10.02. No Legal Title to Trust Estate in Certificateholders 31 32 Section 10.03. Pledge of Collateral by Owner Trustee is Binding 31 32 Section 10.04. Limitations on Rights of Others 31 32 Section 10.05. Notices 31 32 Section 10.06. Severability 32 Section 10.07. Separate Counterparts 32 33 Section 10.08. Successors and Assigns 32 33 Section 10.09. Headings 32 33 Section 10.10. Governing Law 32 33 Section 10.11. No Petition. 32 33 Section 10.12. No Recourse 33 Section 10.13. Customer Identification. 33 Identification 34 Section 11.01. Appointment of Officers 33 34 Section 11.02. Officers to Provide Information to the Owner Trustee 33 34 Exhibit A Forms of Certificates Exhibit B [Reserved] Exhibit C Form of Certificate of Trust Exhibit D-1 Form of Rule 144A Investment Letter Exhibit D-2 Form of Non-Rule 144A Investment Letter Exhibit E Form of Certificate of Beneficial Owner Exhibit F Form of Representation and Warranty Regarding Transferee’s Status as a REIT or Qualified REIT Subsidiary This TRUST AGREEMENT, dated as of [_________________________________], 200[ ], 2005, is by and among NYMT SECURITIES CORPORATIONSUNTRUST MORTGAGE SECURITIZATION, LLC, a Delaware corporation limited liability company (the “Depositor”), [ [_________________], a [ [__________], as Owner Trustee (the “Owner Trustee”), and [ [______________], a [ [__________], as Trust Administrator (the “Trust Administrator”).

Indemnification and Compensation. Section 7.01. Trust Expenses 25 27 Section 7.02. Indemnification 25 27 Section 7.03. Compensation 25 27 Section 7.04. Lien on Trust Estate 25 27 Section 8.01. Termination of Agreement. 26 Agreement 28 Section 9.01. Eligibility Requirements for Owner Trustee 27 29 Section 9.02. Resignation or Removal of Owner Trustee 27 29 Section 9.03. Successor Owner Trustee 27 29 Section 9.04. Merger or Consolidation of Owner Trustee 28 30 Section 9.05. Appointment of Co-Trustee or Separate Trustee 28 30 Section 10.01. Supplements and Amendments 29 31 Section 10.02. No Legal Title to Trust Estate in Certificateholders 31 33 Section 10.03. Pledge of Collateral by Owner Trustee is Binding 31 33 Section 10.04. Limitations on Rights of Others 31 33 Section 10.05. Notices 31 33 Section 10.06. Severability 32 34 Section 10.07. Separate Counterparts 32 34 Section 10.08. Successors and Assigns 32 34 Section 10.09. Headings 32 34 Section 10.10. Governing Law 32 34 Section 10.11. No Petition. 32 Petition 34 Section 10.12. No Recourse 33 34 Section 10.13. Customer Identification. 33 Identification 35 Section 11.01. Appointment of Officers 33 35 Section 11.02. Officers to Provide Information to the Owner Trustee 33 35 Exhibit A Forms of Certificates Exhibit B [Reserved] Exhibit C Form of Certificate of Trust Exhibit D-1 Form of Rule 144A Investment Letter Exhibit D-2 Form of Non-Rule 144A Investment Letter Exhibit E Form of Certificate of Beneficial Owner Exhibit F Form of Representation and Warranty Regarding Transferee’s Status as a REIT or Qualified REIT Subsidiary for Tax Matters Exhibit G Form of Tax Transfer Ownership Certificate for the Retained Notes This TRUST AGREEMENT, dated as of [ ]December 20, 2005, is by and among NYMT SECURITIES CORPORATION, a Delaware corporation (the “Depositor”), [ ]WILMINGTON TRUST COMPANY, a [ ]Delaware banking corporation, as Owner Trustee (the “Owner Trustee”), and [ ]▇▇▇▇▇ FARGO BANK, N.A., a [ ]national banking association, as Trust Administrator (the “Trust Administrator”).