Common use of Fees and Expenses of the Trustee Clause in Contracts

Fees and Expenses of the Trustee. the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. As to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall accrue during each calendar month, commencing with July 2012, at the Trustee Fee Rate or the Certificate Administrator Fee Rate, as the case may be, on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of July 2012, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Loan Combination in the Collection Account and any related Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and the related Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and Companion Loan included in the related Loan Combination). Insofar as any such loss, liability, cost or expense related to any Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Companion Loan.

Fees and Expenses of the Trustee. the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall accrue during each calendar month, commencing with July 2012May 2014, at the Trustee Fee Rate or the Certificate Administrator Fee Rate, as the case may be, Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of July 2012May 2014, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.

Fees and Expenses of the Trustee. the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall accrue during each calendar month, commencing with July 2012September 2014, at the Trustee Fee Rate or the Certificate Administrator Fee Rate, as the case may be, Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of July 2012September 2014, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.

Fees and Expenses of the Trustee. the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage Loan, the Trust Subordinate Companion Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall accrue during each calendar month, commencing with July 2012November 2014, at the Trustee Fee Rate or the Certificate Administrator Fee Rate, as the case may be, Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan, the Trust Subordinate Companion Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of July 2012November 2014, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan, the Trust Subordinate Companion Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan, the Trust Subordinate Companion Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan CombinationCombination or relates to the Trust Subordinate Companion Loan, (i) such loss, liability, cost or expense shall be payable first out of amounts on deposit in respect of such Serviced Loan Combination in the Trust Subordinate Companion Loan Custodial Account, then, if such amounts are insufficient, out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account, the Trust Subordinate Companion Loan Custodial Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and, in respect of amounts in the Collection Account allocable to the related Mortgage Loan and amounts in the Serviced Pari Passu Companion Loan Custodial Account, pro rata rata, according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan. Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Trust Subordinate Companion Loan Custodial Account and funds are subsequently received and allocable to the related Serviced Loan Combination, then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Trust Subordinate Companion Loan Custodial Account from such funds so received and allocable to the related Trust Subordinate Companion Loan.

Fees and Expenses of the Trustee. the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall accrue during each calendar month, commencing with July 2012May 2015, at the Trustee Fee Rate or the Certificate Administrator Fee Rate, as the case may be, Rate on a principal amount equal to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date in such calendar month (or, in the case of July 2012May 2015, on a principal amount equal to the Cut-off Date Principal Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the Trustee Fee and the Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it. The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee. Notwithstanding the prior paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to be borne by the Trust out of the Distribution Account or a the Collection Account, relates to any Mortgage Loan that is part of a Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively, prior to payment from funds in the Distribution Account or a the Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense shall be payable out of amounts on deposit in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion LoanLoan(s).