Common use of Fees and Expenses of the Securities Administrator Clause in Contracts

Fees and Expenses of the Securities Administrator. The Securities Administrator shall be entitled to the Securities Administrator Fee. In addition, the Securities Administrator and its officers, directors, employees and agents will be entitled to recover from the Certificate Account, Collection Account and Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable out-of-pocket expenses, disbursements and advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by any of them in the performance of their duties or the administration of the trusts hereunder or under the Custodial Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, however, that any recoveries pursuant to this sentence shall not exceed $500,000 per year prior to disbursements to the Certificateholders and thereafter any recoveries shall be limited to any excess amounts pursuant to Section 5.05(g)(ii). If funds in the Certificate Account, Collection Account and Servicing Administrator Collection Account are insufficient therefor, the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a Securities Administrator of an express trust. Such obligations shall survive the termination of this Agreement and the removal or resignation of the Securities Administrator.

Fees and Expenses of the Securities Administrator. The Securities Administrator shall be entitled to the Securities Administrator Fee. In addition, the Securities Administrator and its officers, directors, employees and agents will be entitled to recover from the Certificate Account, Collection Account and Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable out-of-pocket expenses, disbursements and advances, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by any of them in the performance of their duties or the administration of the trusts hereunder or under the Custodial Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, however, that any recoveries pursuant to this sentence shall not exceed $500,000 per year prior to disbursements to the Certificateholders and thereafter any recoveries shall be limited to any excess amounts pursuant to Section 5.05(g)(ii5.05(g)(iii). If funds in the Certificate Account, Collection Account and Servicing Administrator Collection Account are insufficient therefor, the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a Securities Administrator of an express trust. Such obligations shall survive the termination of this Agreement and the removal or resignation of the Securities Administrator.

Fees and Expenses of the Securities Administrator. The Securities Administrator shall be entitled to the Securities Administrator FeeFee paid by the Master Servicer pursuant to a separate agreement. In addition, the Securities Administrator and its officers, directors, employees and agents will be entitled to recover from the Certificate Account, Collection Account and Servicing Administrator Collection Account, and shall be indemnified from the Trust Fund for, all reasonable out-of-pocket expenses, disbursements and advancesadvances discussed in this Section 9.18, in an amount not to exceed $500,000 per year, upon any Event of Default, any breach of this Agreement or the Custodial Agreement or any loss, liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by any of them in the performance of their duties or the administration of the trusts hereunder or under the Custodial Agreement (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, loss, liability, disbursement or advance (i) as may arise from its negligence or intentional misconduct or (ii) that does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, however, that any recoveries pursuant to this sentence shall not exceed $500,000 per year prior to disbursements to the Certificateholders and thereafter any recoveries shall be limited to any excess amounts pursuant to Section 5.05(g)(ii). If funds in the Certificate Account, Collection Account and Servicing Administrator Collection Account are insufficient therefor, the Securities Administrator shall recover such expenses from future collections on the Mortgage Loans or as otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a Securities Administrator of an express trust. Such obligations shall survive the termination of this Agreement and the removal or resignation of the Securities Administrator.