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

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner or a group of Trust Interest Owners hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date (a) The Trustee and the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided hereinThe Trustee Fee shall be $250 per month, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, payable by the Certificate Administrator and from the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/No Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreementany Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or 212 Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner or a group of Trust Interest Owners hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date The Trustee and the Certificate Administrator shall be entitled to the Trustee/Trustee Fee and the Certificate Administrator Fee (including excluding the portion of the Certificate Administrator Fee that portion represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), respectively payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/No Trustee Fee or Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreementany Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in deposited into the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust Fund for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as Trustee), payable pursuant to Section 3.4(c). The Certificate Administrator shall pay to the Trustee Fee). Except as otherwise provided herein, monthly the Trustee/Certificate Administrator Trustee Fee includes all routine expenses of the Trustee, from the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest OwnerCertificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred 214 by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest OwnerCertificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date The Trustee and the Certificate Administrator shall be entitled to the Trustee/Trustee Fee and the Certificate Administrator Fee (including excluding the portion of the Certificate Administrator Fee that portion represents the Trustee Fee, which is payable to the Trustee), respectively payable pursuant to Section 3.4(c). The Certificate Administrator shall pay $170 per month of the Certificate Administrator Fee to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/No Trustee Fee or Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreementany Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in deposited into the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the (a) The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(d). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c3.4(d); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the The Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(d). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c3.4(d); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date The Trustee and the Certificate Administrator shall be entitled to the Trustee/Trustee Fee and the Certificate Administrator Fee (including excluding the portion of the Certificate Administrator Fee that portion represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), respectively, payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/No Trustee Fee or Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreementany Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in deposited into the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred 207 by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest OwnerCertificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date (a) The Trustee and the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the No Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreementany Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate 199 Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest OwnerCertificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

Trustee’s and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution Date (a) The Trustee and the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee as the Trustee FeeTrustee), payable pursuant to Section 3.4(c). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate Administrator Fee (which shall not be limited to any provision of law in 199 regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the No Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which is shall be payable with respect to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this AgreementCompanion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner Certificateholder or a group of Trust Interest Owners Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoiceinvoice or a certification by the Trustee, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.