Common use of Costs That Are Not Reimbursable Clause in Contracts

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts reimbursable to the Servicer, any Subservicer, the Private Owner or the Manager that are reimbursable pursuant to any Transaction Document that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner or Manager being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (iv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (vi) any overhead or administrative costs (whether or not attributable to the servicing or management of any Loan) incurred by the Company, any Manager or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, Section 7.4, and Section 7.7), in each case other than Reimbursable Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts reimbursable payable to the Servicer, Servicer pursuant to the Servicing Agreement or to any Subservicer, the Private Owner or the Manager that are reimbursable Subservicer pursuant to any Transaction Document Subservicing Agreement that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner Servicer or Manager Subservicer being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (iv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Underlying Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (vi) any overhead or administrative costs (whether or not attributable to the servicing or management of any Loan) incurred by the Company, any Manager or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, Section 7.4, 7.4 and Section 7.7), in each case other than Reimbursable Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member Participant (which may be withheld in the Initial MemberParticipant’s sole and absolute discretion), in no event may the Manager deduct, Company deduct from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”):following: (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the Xxxxxx Xxx GuidelinesStandard; (ii) any expenses or costs that are paid to any Affiliate Related Person of the Manager or the Company, or any Affiliate Related Person of any the Servicer or any Subservicer; provided, Excluded Expenses under this clause other than to IndyMac Financial Services (iior any successor thereto) do not include amounts reimbursable to the Servicer, any Subservicer, the Private Owner or the Manager that are reimbursable as is otherwise expressly permitted pursuant to any Transaction Document that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner or Manager being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii)Agreement; (iii) any expenses incurred by the Company to become a MERS member or to maintain the Company as a MERS member in good standing; (iv) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred financial advisers (a) retained as brokerage fees provided in Section 9.03 or sales commissions incurred (xb) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance retained by the Initial Member); and (y) in connection Company with the marketing prior express approval of the Participant (it being understood that the term “financial advisers” as used in this clause (iv) does not include any sales agents or sale commercial brokers retained by the Company from time to time in order to assist with the disposition of any Acquired Property (including any REO Property) or any portion thereof on an individual basisCollateral whose fees constitute Servicing Expenses); (ivv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred incurred, and relating only to the period after the Closing Date, by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement Agreement, the Servicing Standard or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (vi) any overhead or administrative costs (whether or not attributable ; except in each of the foregoing cases, to the servicing or management of any Loan) incurred extent such failure was caused by the Company, any Manager or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, Section 7.4, and Section 7.7), in each case other than Reimbursable Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member the action or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction inaction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal Participant or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member Participant (which may be withheld in the Initial MemberParticipant’s sole and absolute discretion), in no event may the Manager deduct, Company deduct from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”):following: (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, or the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any the Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts reimbursable to the Servicer, any Subservicer, the Private Owner or the Manager that are reimbursable except as is otherwise expressly permitted pursuant to any Transaction Document that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner or Manager being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii)Agreement; (iii) any expenses incurred by the Company to become a member of the Mortgage Electronic Registration Systems or to maintain the Company therein as a member in good standing; (iv) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage brokers’ fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property Collateral in a Bulk Salebulk sale, the terms of which Bulk Sale bulk sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial MemberParticipant); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (ivv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (vvi) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved ChargesWorking Capital Advances; (vivii) any overhead or administrative costs (whether or not attributable to the servicing or management of any Loan) incurred by the Company, any Manager Company or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.35.05, Section 7.2, Section 7.3, Section 7.4, and Section 7.7), in each case other than Reimbursable Company Administrative Expenses;to the extent expressly provided to the contrary in Section 5.05(b)); or (viiviii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) Receiver Advances be treated as Company Advances; (ii) Participant have any expenses liability for any (x) Borrower Reimbursable Costs or costs that are not incurred in accordance with the Servicing Standard orPost-Acquisition Costs, other than to the extent applicable, the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Companysame constitute Company Advances, or any Affiliate of any Servicer or any Subservicer; provided(y) Company Advances, Excluded Expenses under this clause (ii) do not include amounts reimbursable to the Servicer, any Subservicer, the Private Owner or the Manager that are reimbursable pursuant to any Transaction Document that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner or Manager being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except than to the extent the same are incurred reimbursable from Loan Proceeds as brokerage fees and to the extent expressly provided for in this Section 3.03; (iii) any of the following be treated as Company Advances or sales commissions incurred be reimbursable to the Company: (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (ivA) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; , or (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (viB) any overhead or administrative costs (whether or not attributable to expense of the servicing or management of any Loan) incurred by the Company, any Manager Company or any other Person (including any travel expenses costs and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3reporting, Section 7.2recordkeeping, Section 7.3licensing and similar requirements imposed on the Company under the Company Operating Agreement or under the provisions of this Agreement, Section 7.4, including Sections 5.05 and Section 7.78.01(a) and (l) of this Agreement), in each case other than Reimbursable ; and (iv) are any advances made by (or on behalf of) the Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees bear interest that are otherwise reimbursable as Servicing Expenses are not is included in this clause (vii); (viii) Company Advances or otherwise charged or chargeable in any expenses (other than Reimbursable Company Administrative Expenses with respect way to the Company and the Ownership Entities) incurred by the Company, the Manager Participant or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any deducted from Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing AgreementProceeds.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts reimbursable payable to the Servicer, Servicer pursuant to the Servicing Agreement or to any Subservicer, the Private Owner or the Manager that are reimbursable Subservicer pursuant to any Transaction Document Subservicing Agreement that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner Servicer or Manager Subservicer being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (iv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Underlying Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (vi) any overhead or administrative costs (whether or not attributable to the servicing or management of any Loan) incurred by the Company, any Manager or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, Section 7.4, 7.4 and Section 7.7), in each case other than Reimbursable Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.

Costs That Are Not Reimbursable. Notwithstanding anything else to the contrary contained herein or in any Transaction Ancillary Document, without the prior written consent of the Initial Member (which may be withheld in the Initial Member’s sole and absolute discretion), in no event may the Manager deduct, from the Loan Proceeds, or otherwise use Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following (all of which shall be borne by the Manager in its individual capacity) (collectively, the “Excluded Expenses”): (i) any expenses or costs that are not incurred in accordance with the Servicing Standard or, to the extent applicable, the Xxxxxx Xxx Guidelines; (ii) any expenses or costs that are paid to any Affiliate of the Manager or the Company, or any Affiliate of any Servicer or any Subservicer; provided, Excluded Expenses under this clause (ii) do not include amounts reimbursable payable to the Servicer, Servicer pursuant to the Servicing Agreement or to any Subservicer, the Private Owner or the Manager that are reimbursable Subservicer pursuant to any Transaction Document Subservicing Agreement that would be deemed Excluded Expenses under this clause (ii) solely as a result of such Servicer, Subservicer, Private Owner Servicer or Manager Subservicer being an Affiliate of the Manager or the Company, so long as such amounts would otherwise constitute Servicing Expenses or Pre-Approved Charges but for application of this clause (ii); (iii) any fees or other compensation to or expenses of financial advisers, except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to market or sell the Loans or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale (including the financial adviser’s or broker’s fees) are approved in advance by the Initial Member); and (y) in connection with the marketing or sale of any Acquired Property (including any REO Property) or any portion thereof on an individual basis; (iv) any fine, tax or other penalty, late fee, service charge, interest or similar charge, costs to release Liens or any other costs or expenses (including legal fees and expenses) incurred by or on behalf of the Company or any Manager (in its capacity as such or in its individual capacity) as a result of the Company’s or any Manager’s or the Servicer’s or any Subservicer’s failure to service any Loan or Underlying Collateral properly in accordance with the applicable Loan Documents, this Agreement, the Servicing Agreement, any Subservicing Agreement or otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely manner; (v) any interest on any amounts paid by any Person with respect to any Servicing Expenses or Pre-Approved Charges; (vi) any overhead or administrative costs (whether or not attributable to the servicing or management of any Loan) incurred by the Company, any Manager or any other Person (including any travel expenses and any expenses incurred by any Manager, the Company or any Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, Section 7.4, and Section 7.7), in each case other than Reimbursable Company Administrative Expenses; (vii) any servicing, management or similar fees paid to the Servicer, any Subservicer or any other Person; provided, that; for the avoidance of doubt, property management fees that are otherwise reimbursable as Servicing Expenses are not included in this clause (vii); (viii) any expenses (other than Reimbursable Company Administrative Expenses with respect to the Company and the Ownership Entities) incurred by the Company, the Manager or any other Person (x) to become a MERS member or to maintain the Company, the Manager or such other Person as a MERS member in good standing, or (y) to remove any Loan from the MERS® System in connection with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(g) hereof), it being understood that any such removal dictated by default, foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal for purposes of this clause; or (ix) any amounts subject to the indemnity obligations of the Private Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 of the Servicing Agreement.