Common use of Collateral Agent and Collateral Administrator Compensation Clause in Contracts

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunder, the Collateral Agent and the Securities Intermediary shall be entitled to its fees from the Borrower as set forth in the Collateral Agent and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, the Document Custodian and Securities Intermediary under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent and the Securities Intermediary in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Period relating to the applicable Distribution Date. (b) As compensation for its activities hereunder, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Administrator in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. (c) As compensation for its activities hereunder, the Document Custodian (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents.

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunder, the Collateral Agent Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to its their fees and expenses from the Borrower as set forth in the Collateral Agent and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ reasonable fees, costs and expensesexpenses of attorneys and experts) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, Collateral Administrator and the Document Custodian and Securities Intermediary under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE Article XVI) (collectively, the “Collateral Agent Agent/Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent Agent, Collateral Administrator and the Securities Intermediary in accordance with the provisions of Section 8.3 and Section 17.5 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent Agent, Collateral Administrator and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. The Collateral Agent’s entitlement to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of (i) its removal as Collateral Agent pursuant to Section 11.4 or (ii) the termination of this Agreement. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary Agent or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Collection Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Collection Period relating to the applicable Distribution Date. (b) As compensation for its activities hereunder, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Administrator in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. (c) As compensation for its activities hereunder, the Document Custodian (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents.

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunderunder the Transaction Documents, the Collateral Agent (in each of its capacities hereunder and the as Securities Intermediary under the Account Control Agreement) shall be entitled to its fees and expenses from the Borrower as set forth in the Collateral Agent Agent, Collateral Custodian and Document Custodian Collateral Administrator Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, Agent and the Document Custodian and Securities Intermediary under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE Article XVI) (collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent and the Securities Intermediary in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Period relating to the applicable Distribution Date. (b) As compensation for its activities hereunder, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) shall be entitled to its fees and expenses from the Borrower as set forth in the Collateral Agent, Collateral Custodian and Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE pursuant to Article XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse each of the Collateral Agent and the Collateral Administrator in accordance with the provisions of Section Sections 8.3 and 17.4 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator Agent or the Collateral Administrator, respectively, in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. . The Collateral Agent’s entitlement to receive fees (c) As compensation for its activities hereunder, the Document Custodian (in each of its capacities hereunderother than any previously accrued and unpaid fees) shall be entitled cease on the earlier to occur of (i) its fees from removal as Collateral Agent and appointment and acceptance by the Borrower as set forth in the Successor Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses pursuant to Section 11.4 or (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expensesii) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Custodian in accordance with any provision termination of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction DocumentsAgreement.

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunder, the Collateral Agent and the Securities Intermediary (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, the Document Custodian and Securities Intermediary Agent under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent and the Securities Intermediary in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Period relating to the applicable Distribution Date. (b) As compensation for its activities hereunder, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Administrator in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. (c) As compensation for its activities hereunder, the Document Collateral Custodian (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Collateral Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Collateral Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Collateral Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Collateral Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents.

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunder, the Collateral Agent Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to its their fees and expenses from the Borrower as set forth in the Collateral Agent and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ reasonable fees, costs and expensesexpenses of attorneys and experts) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, Collateral Administrator and the Document Custodian and Securities Intermediary under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE Article XVI) (collectively, the “Collateral Agent Agent/Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent Agent, Collateral Administrator and the Securities Intermediary in accordance with the provisions of Section 8.3 and Section 17.5 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent Agent, Collateral Administrator and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. The Collateral Agent’s entitlement to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of (i) its removal as Collateral Agent pursuant to Section 11.4 or (ii) the termination of this Agreement. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary Agent or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Collection Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Collection Period relating to the applicable Distribution Date. (b) As compensation ; provided that, for its activities hereunderpurposes of such calculation, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) any non-Dollar amounts shall be entitled to its fees from the Borrower treated as set forth if denominated in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Administrator in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction DocumentsDollars. (c) As compensation for its activities hereunder, the Document Custodian (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents.

Collateral Agent and Collateral Administrator Compensation. (a) As compensation for its activities hereunder, the Collateral Agent and the Securities Intermediary (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Agent, the Document Custodian and Securities Intermediary Agent under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Agent Fees and Expenses”). The Borrower agrees to reimburse the Collateral Agent and the Securities Intermediary in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Agent and Securities Intermediary in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. For purposes of any portion of fees payable to the Collateral Agent, Document Custodian, Securities Intermediary or the Collateral Administrator calculated with respect to any period at a per annum rate, such amount shall be computed on the basis of a 360-day year and the actual number of days elapsed during the related Accrual Period and shall be based on the aggregate principal balance of all Collateral Obligations owned by the Borrower and the cash and the principal balance of any Permitted Investments on deposit in the Principal Collection Account, in each case, on the first day of the Accrual Period relating to the applicable Distribution Date. (b) As compensation for its activities hereunder, the Collateral Administrator (in each of its capacities hereunder, including as Securities Intermediary) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Collateral Administrator under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Collateral Administrator Fees and Expenses”). The Borrower agrees to reimburse the Collateral Administrator in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Collateral Administrator in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents. (c) As compensation for its activities hereunder, the Document Collateral Custodian (in each of its capacities hereunder) shall be entitled to its fees from the Borrower as set forth in the Collateral Agent, Collateral Administrator and Document Collateral Custodian Fee Letter and any other accrued and unpaid expenses (including reasonable, out-of-pocket, documented outside reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer, or both but without duplication, to the Document Collateral Custodian under the Transaction Documents (including, without limitation, Indemnified Amounts payable under ARTICLE XVI) (collectively, the “Document Collateral Custodian Fees and Expenses”). The Borrower agrees to reimburse the Document Collateral Custodian in accordance with the provisions of Section 8.3 for all reasonable, out-of-pocket, documented expenses, disbursements and advances incurred or made by the Document Collateral Custodian in accordance with any provision of this Agreement or the other Transaction Documents or in the enforcement of any provision hereof or in the other Transaction Documents.