Common use of Payment of Certain Fees and Expenses Clause in Contracts

Payment of Certain Fees and Expenses. The Series Certificate Agreement and the Reimbursement Agreement will provide for the payment to Xxxxxxx Mac of the Xxxxxxx Mac Fee. The Sponsor also agrees: (a) except as otherwise expressly provided in the Series Certificate Agreement, to pay, or cause to be paid, to the Administrator (if different than Xxxxxxx Mac) the Administrator Fee; to pay, or cause to be paid, to the Remarketing Agent the Remarketing Agent Fee (each to the extent not paid from funds received by the Series Pool); and to pay, or cause to be paid, to the Placement Agent any amounts owed to the Placement Agent pursuant to the Remarketing Agreement in connection with placing the Class A Certificates; (b) except as otherwise expressly provided in the Series Certificate Agreement or the last paragraph of Section 3.5 of the Reimbursement Agreement, to reimburse or cause reimbursement of the Administrator for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with the Series Certificate Agreement (including the reasonable compensation, expenses and disbursements of its respective agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence, bad faith, fraud or willful misconduct; and (c) to pay any other amounts required to be paid by it pursuant to the Documents. The provisions of this Section 3.04 will survive any termination of the Series Certificate Agreement.

Payment of Certain Fees and Expenses. The Series Certificate Agreement and the Reimbursement Agreement will provide for the payment to Xxxxxxx Fxxxxxx Mac of the Xxxxxxx Fxxxxxx Mac Fee. The Sponsor also agrees: (a) except as otherwise expressly provided in the Series Certificate Agreement, to pay, or cause to be paid, to the Administrator (if different than Xxxxxxx Fxxxxxx Mac) the Administrator Fee; to pay, or cause to be paid, to the Remarketing Agent the Remarketing Agent Fee (each to the extent not paid from funds received by the Series Pool); and to pay, or cause to be paid, to the Placement Agent Initial Purchaser any amounts owed to the Placement Agent Initial Purchaser pursuant to the Remarketing Agreement in connection with placing issuing and selling the Class A CertificatesCertificates and preparing all related offering documents; (b) except as otherwise expressly provided in the Series Certificate Agreement or the last paragraph of Section 3.5 of the Reimbursement Agreement, to reimburse or cause reimbursement of the Administrator for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with the Series Certificate Agreement (including the reasonable compensation, expenses and disbursements of its respective agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence, bad faith, fraud or willful misconduct; and (c) to pay any other amounts required to be paid by it pursuant to the Documents. The provisions of this Section 3.04 will survive any termination of the Series Certificate Agreement.

Payment of Certain Fees and Expenses. The Series Certificate Agreement and the Reimbursement Agreement will provide for the payment to Xxxxxxx Mac of the Xxxxxxx Mac Fee. The Sponsor also agrees: (a) except as otherwise expressly provided in the Series Certificate Agreement, to pay, or cause to be paid, to the Administrator (if different than Xxxxxxx Mac) the Administrator Fee; to pay, or cause to be paid, to the Remarketing Agent the Remarketing Agent Fee (each to the extent not paid from funds received by the Series Pool); and to pay, or cause to be paid, to the Placement Agent Initial Purchaser any amounts owed to the Placement Agent Initial Purchaser pursuant to the Remarketing Agreement in connection with placing issuing and selling the Class A CertificatesCertificates and preparing all related offering documents; (b) except as otherwise expressly provided in the Series Certificate Agreement or the last paragraph of Section 3.5 of the Reimbursement Agreement, to reimburse or cause reimbursement of the Administrator for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with the Series Certificate Agreement (including the reasonable compensation, expenses and disbursements of its respective agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence, bad faith, fraud or willful misconduct; and (c) to pay any other amounts required to be paid by it pursuant to the Documents. The provisions of this Section 3.04 will survive any termination of the Series Certificate Agreement.