Common use of Fees and Expenses of Securities Administrator, Trustee and Custodians Clause in Contracts

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date entitled, annually, to 1/12th of the Trustee Fee which shall be paid firstFee, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf the first Distribution Date of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Feeeach Anniversary Year. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and (other than any amounts required to be deducted in respect of the Certificate AccountTrustee Fee as provided in Section 4.05(f)). The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in Account or the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date entitled, annually, to 1/12th of the Trustee Fee which shall be paid firstFee, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf the first Distribution Date of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, each Anniversary Year from the Securities Administrator Master Servicing Fee. The Securities Administrator shall be entitled to the Master Servicing Fee (other than any remaining investment income amounts required to be deducted in respect of the Trustee Fee and earnings on Custodial Compensation as provided in Section 4.01). Each of Deutsche Bank National Trust Company and Xxxxx Fargo Bank, N.A., in their respective capacities as a Custodian, shall be entitled to the Custodial Compensation provided for in the applicable Custodial Agreement which shall be paid by the Securities Administration Account and the Certificate AccountAdministrator as invoiced by each such Custodian. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by that either (i) do not constitute “unanticipated expenses” within the Trustee meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising (ii) arise from its negligence, bad faith or willful misconduct. If either the Trustee Fee or any Custodial Compensation is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Master Servicing Fee, the Trust Fund shall immediately reimburse the Trustee or the related Custodian, as applicable, upon demand for any shortfall from amounts on deposit in the Certificate Account; provided that, to the extent required under Section 6 or Section 20 of the related Custodial Agreement, the Securities Administrator is hereby authorized to pay such compensation or indemnity amounts from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof. Each Custodian LaSalle Bank, N.A. and U.S. Bank, N.A., each in their respective capacities as Custodian, shall receive compensation and reimbursement or payment of its expenses under the applicable related Custodial Agreement as provided therein; provided that, to the extent required under Section 6 or Section 20 of the applicable related Custodial Agreement, the Trustee Securities Administrator is hereby authorized to pay such compensation or indemnity amounts from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Securities Administrator shall be entitled to the Securities Administrator Fee and investment income and earnings on amounts on deposit in the Securities Administration Account as provided in Section 4.05. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee Fee, which shall be paid firstfirst , from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf Account, and second, in reduction of the Trust Fund) Securities Administrator Fee as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Accountdefinition thereof. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Securities Administration Account as provided in Section 4.04 and second, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee4.05. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account Account. The Master Servicer shall be entitled to any remaining investment income and earnings on the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in Account or the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 4.07 and thirdsecond, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account Account. The Trustee shall be entitled to any investment income and earnings on the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date entitled, annually, to 1/12th of the Trustee Fee which shall be paid firstFee, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf the first Distribution Date of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, each Anniversary Year from the Securities Administrator Master Servicing Fee. The Securities Administrator shall be entitled to the Master Servicing Fee (other than any remaining investment income amounts required to be deducted in respect of the Trustee Fee and earnings on Custodial Compensation as provided in Section 4.01). Each of Deutsche Bank National Trust Company and Wxxxx Fargo Bank, N.A., in their respective capacities as a Custodian, shall be entitled to the Custodial Compensation provided for in the applicable Custodial Agreement which shall be paid by the Securities Administration Account and the Certificate AccountAdministrator as invoiced by each such Custodian. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by that either (i) do not constitute “unanticipated expenses” within the Trustee meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising (ii) arise from its negligence, bad faith or willful misconduct. If either the Trustee Fee or any Custodial Compensation is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Master Servicing Fee, the Trust Fund shall immediately reimburse the Trustee or the related Custodian, as applicable, upon demand for any shortfall from amounts on deposit in the Certificate Account. Each The Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 or Section 20 of the applicable Custodial Agreement, the Trustee Securities Administrator is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 4.07 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account Account. The Trustee shall be entitled to any investment income and earnings on the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date entitled, annually, to 1/12th of the Trustee Fee which shall be paid firstFee, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf the first Distribution Date of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Feeeach Anniversary Year. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and (other than any amounts required to be deducted in respect of the Certificate AccountTrustee Fee as provided in Section 4.05(f)). The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by that either (i) do not constitute “unanticipated expenses” within the Trustee meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising (ii) arise from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in Account or the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 4.07 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to the Securities Administrator Fee and any remaining investment income and earnings on the Securities Administration Account and the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator FeeAccount, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Securities Administrator shall be entitled to the Securities Administrator Fee and investment income and earnings on amounts on deposit in the Securities Administration Account as provided in Section 4.05. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee Fee, which shall be paid firstfirst , from investment income and earnings on amounts on deposit in the Certificate Account Securities Administration Account, and second, in reduction of the Securities Administrator Fee as provided in the definition thereof (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Account). The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.

Fees and Expenses of Securities Administrator, Trustee and Custodians. The Trustee shall be entitled on each Distribution Date to 1/12th of the Trustee Fee which shall be paid first, from investment income and earnings on amounts on deposit in the Certificate Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.04, second, from investment income and earnings on amounts on deposit in the Securities Administration Account (which shall be paid by the Securities Administrator on behalf of the Trust Fund) as provided in Section 4.05 and third, from the Securities Administrator Fee. The Securities Administrator shall be entitled to any remaining investment income and earnings on the Securities Administration Account and the Certificate Account. The Trustee and the Securities Administrator shall be entitled to reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator or Trustee, as applicable, in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment and any amounts described in Section 10.01 to which such party is entitled as provided therein), except for expenses, disbursements and advances incurred by the Trustee or Securities Administrator in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. If the Trustee Fee is not fully paid from investment income and earnings on amounts on deposit in the Certificate Account, investment income and earnings on amounts on deposit in the Securities Administration Account and the Securities Administrator Fee, the Trust Fund shall immediately reimburse the Trustee upon demand for any shortfall from amounts on deposit in the Certificate Account. Each Custodian shall receive compensation and reimbursement or payment of its expenses under the applicable Custodial Agreement as provided therein; provided that, to the extent required under Section 6 of the applicable Custodial Agreement, the Trustee is hereby authorized to pay such compensation from amounts on deposit in the Certificate Account prior to any distributions to Certificateholders pursuant to Section 5.02 hereof.