Common use of Trustee Compensation and Expenses Clause in Contracts

Trustee Compensation and Expenses. The Company shall quarterly pay the Trustee its expenses in administering the Trust and reasonable compensation for its services as Trustee as described in the SchwabPlan® Services Agreement, which may be amended from time to time. Trustee reserves the right to alter this rate of compensation at any time by providing the Company with written notice of such change at least sixty days prior to its effective date. Reasonable compensation shall include (compensation for any (i) Extraordinary Services as defined in the SchwabPlan® Services Agreement, (ii) computations required, including with respect to the valuation of assets when current market values are not published, and (iii) covering of overdrafts. The Trustee shall have a lien on the Trust Fund for compensation and for any reasonable expenses including counsel, appraisal, or accounting fees, and such amounts may be withdrawn from the Trust Fund unless paid by the Company within thirty days after mailing of the written billing by the Trustee. The Company acknowledges receipt of the SchwabPlan® Services Agreement and, where applicable, the Schwab Retirement Account/Personal Choice Retirement Account® Plan Application (“Application”), or any other specific fee schedules applicable to the Trust Fund (“Other Fee Schedules”) prior to execution of this Agreement. The Company acknowledges and agrees that the amounts described in the SchwabPlan® Services Agreement and/or Other Fee Schedules, whichever it has received, are approved by it and are payable to the Trustee and to the Recordkeeper, as applicable, and that such amounts have been taken into consideration in determining the reasonableness of the amounts payable to the Trustee and the Recordkeeper. Reasonable compensation will include the float earned on uninvested cash, the reimbursement of expenses incurred by the Trustee in providing Extraordinary Services, and other compensation and remuneration as defined in any Other Fee Schedules. The Trustee reserves the right to alter this rate of compensation at any time by providing the Company or the Recordkeeper, as applicable, with written notice of such change at least sixty days prior to its effective date.

Trustee Compensation and Expenses. (a) The Company Trustee shall quarterly withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee its expenses in administering Compensation payable on such Distribution Date consisting of the Trust Trustee Fee Rate multiplied by sum of the outstanding aggregate principal balance of the Initial Mortgage Loans as of the Cut-off Date and reasonable compensation for its services as Trustee as described the aggregate amount on deposit in the SchwabPlan® Services Agreement, which may be amended from time to time. Trustee reserves Pre-Funding Accounts on the right to alter this rate of compensation at any time by providing the Company with written notice of such change at least sixty days prior to its effective date. Reasonable compensation shall include (compensation for any (i) Extraordinary Services as defined in the SchwabPlan® Services Agreement, (ii) computations required, including with respect to the valuation of assets when current market values are not published, and (iii) covering of overdraftsClosing Date. The Trustee shall have pay a lien portion of the Trustee Compensation as compensation for the Custodian’s services under the Custodial Agreement as are payable to the Custodian in accordance with a separate fee schedule between the Trustee and the Custodian. In addition, on each Distribution Date the Trustee shall pay the Custodian amounts, if any, from the Distribution Account required to reimburse the Custodian for expenses, costs and liabilities incurred by or reimbursable to the Custodian accordance with the Custodial Agreement, but not otherwise covered by the indemnification to the Custodian contemplated in the next paragraph, as such expenses are set forth in writing by the Custodian to the Trustee by the related Determination Date. The Trustee, or any director, officer, employee or agent of the Trustee, shall be indemnified by the Trust Fund for and held harmless against any loss, liability or expense (not including expenses and disbursements incurred or made by the Trustee, including the compensation and for any reasonable the expenses including and disbursements of its agents and counsel, appraisalin the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee’s obligations under Article X hereof. It is understood by the parties hereto that a “claim” as used in the preceding sentence includes any claim for indemnification made by the Custodian under Section 22 of the Custodial Agreement; provided such claim for indemnification relates to a loss, liability or expense incurred by the Custodian that either (A) is not an expense or disbursement incurred or made by the Custodian, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Custodian’s performance in accordance with the provisions of the Custodial Agreement or (B) relates to Mortgage Loans which are in default or as to which default is reasonably foreseeable (as determined by the Servicer and communicated to the Trustee); and provided, further, that the Trustee shall not lose any right it may have to indemnification under this Section 8.05 due to the willful misfeasance, bad faith or negligence of the Custodian in the performance of its duties under the Custodial Agreement or by reason of the Custodian’s reckless disregard of its obligations and duties under the Custodial Agreement. Any amounts payable to the Trustee, or accounting feesany director, and such amounts may be withdrawn officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund unless paid by the Company within thirty days after mailing of the written billing by that the Trustee. The Company acknowledges receipt of the SchwabPlan® Services Agreement and, where applicable, the Schwab Retirement Account/Personal Choice Retirement Account® Plan Application (“Application”), or any other specific fee schedules applicable to the Trust Fund (“Other Fee Schedules”) prior to execution of this Agreement. The Company acknowledges and agrees that the amounts described in the SchwabPlan® Services Agreement and/or Other Fee Schedulesdirector, whichever it has receivedofficer, are approved by it and are payable to the Trustee and to the Recordkeeper, as applicable, and that such amounts have been taken into consideration in determining the reasonableness employee or agent of the amounts payable to the Trustee and the Recordkeeper. Reasonable compensation will include the float earned on uninvested cashTrustee, the reimbursement of expenses incurred may have hereunder in its capacity as such, may be withdrawn by the Trustee in providing Extraordinary Services, and other compensation and remuneration as defined in from the Distribution Account at any Other Fee Schedulestime. The Trustee reserves foregoing indemnity shall survive the right to alter this rate resignation or removal of compensation at any time by providing the Company or the Recordkeeper, as applicable, with written notice of such change at least sixty days prior to its effective dateTrustee.