Common use of The Owner Trustee’s Compensation Clause in Contracts

The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to the Owner Trustee Xxxxx Fargo pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Xxxxx Fargo under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Xxxxx Fargo upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Xxxxx Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Xxxxx Fargo may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust Company pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust Company under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust Company upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust Company in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust Company may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) Section 4.4 of the Indenture, as applicableSale and Servicing Agreement.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee U.S. Bank pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee U.S. Bank under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee U.S. Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee U.S. Bank in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee U.S. Bank may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3, 5.3, and 6.7 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust Company pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust Company under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust Company upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust Company in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust Company may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Xxxxx Fargo pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Xxxxx Fargo under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Xxxxx Fargo upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Xxxxx Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Xxxxx Fargo may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Xxxxx Fargo pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Xxxxx Fargo under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Xxxxx Fargo upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Xxxxx Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Xxxxx Fargo may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3, 5.3, and 6.7 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder, which shall include legal fees and expenses in connection with enforcement of its rights to indemnity hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Xxxxx Fargo pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation compensation, respectively, for all services rendered by the Owner Trustee Xxxxx Fargo under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Xxxxx Fargo upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Xxxxx Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Xxxxx Fargo may employ in connection with the exercise exercise, enforcement and performance of its rights and its duties hereunderhereunder or amendments or modifications hereto, including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable. The provisions of this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an 32 Amended and Restated Trust Agreement (2017-1) error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to the Owner Trustee Xxxxx Fargo pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Xxxxx Fargo under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Xxxxx Fargo upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Xxxxx Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Xxxxx Fargo may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith, as finally determined by a court of competent jurisdiction. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder, which shall include legal fees and expenses in connection with enforcement of its rights to indemnity hereunder), except any such expense as may be attributable to its willful misconduct, misconduct or gross negligence (other than an error in judgment) or bad faith). To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall 29 Amended and Restated Trust Agreement (2015-4) not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree pay (and the Issuer shall pay if the Servicer does not) to pay to the Owner Trustee [ ] pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee [ ] under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse (and the Owner Trustee Issuer shall reimburse if the Servicer does not) [ ] upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee [ ] in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee [ ] may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee [—] pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee [—] under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, 24 Amended and Restated pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee [—] upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee [—] in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee [—] may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3, 5.3, and 6.7 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee [ ] pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee [ ] under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee [ ] upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee [ ] in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee [ ] may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor Seller shall cause the Servicer to agree to pay to the Owner Trustee Wilmington Trust Company pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee Wilmington Trust Company under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee Wilmington Trust Company upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee Wilmington Trust Company in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee Wilmington Trust Company may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Servicing Agreement from time to time compensation Compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, ) shall be paid to the Owner Trustee pursuant to Section 3.11 4.4(a) of the Sale and Servicing Agreement and or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), in accordance with the terms of an applicable fee letter between the Servicer and the Owner Trustee, shall reimburse the letter. The Owner Trustee shall, upon its request and in accordance with an applicable fee letter, be reimbursed pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise exercise, enforcement and performance of its rights and its duties hereunderhereunder or amendments or modifications hereto, including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as that may be attributable to its willful misconduct, misconduct or gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) of the Indenture, as applicable).

The Owner Trustee’s Compensation. The Depositor Issuer shall cause the Servicer to agree to pay to the Owner Trustee [ ] pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee [ ] under this Agreement pursuant to a fee letter 29 Amended and Restated between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee [ ] upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee [ ] in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee [ ] may employ in connection with the exercise and performance of its rights and its duties hereunderhereunder including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable.

The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to the Owner Trustee pursuant to Section 3.11 of the Servicing Agreement from time to time compensation for all services rendered by the Owner Trustee under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) of the Indenture, as applicable.. 30 Form of Amended and Restated Trust Agreement