Common use of Trustee's Fees and Expenses Clause in Contracts

Trustee's Fees and Expenses. (a) The applicable Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified therein, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expenses. (c) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust at the rate or amount and on the terms provided for in the Supplement. In such cases, the Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Supplement payable at the times set forth therein. In such cases, the Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 hereof. (e) Subject to paragraph (f) of this Section 7.06, all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than 100% of the aggregate principal amount of Certificates then outstanding and (iii) such Certificateholders have agreed that such costs, expenses or liabilities shall be paid by the Trustee from the Trust.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which and is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The --------------------------- applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series --------------------------- Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which and is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage-Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding and outstanding, or (iiiy) such paid by those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or from the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 7.12 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified therein, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expenses. (c) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust at the rate or amount and on the terms provided for in the Supplement. In such cases, the Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Supplement payable at the times set forth therein. In such cases, the Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than 100% the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding outstanding, and (iii) such Certificateholders the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall be paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 7.12 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage - Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable --------------------------- Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series --------------------------- Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which and is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such - 58 - costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage- Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding and outstanding, or (iiiy) such paid by those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which and is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholder's, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series --------------------------- Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall shall, upon the receipt thereof, constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 7.12 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding and outstanding, or (iiiy) such paid by the Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust at the rate or amount and on the terms provided for in the Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 7.12 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is are greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses incurred on or prior to the Closing Date. (c) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the The Series Supplement may indicate that Ordinary Expenses will be paid for by the TrustTrust or the Depositor, in which case the Trustee shall be paid on a periodic basis by the Trust or the Depositor, as indicated in the Series Supplement, at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Supplement is zero, the Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Supplement payable at the times set forth therein. In such cases, the Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor or the Trust to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 7.12 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable --------------------------- Series Supplement shall specify the amount and circumstances of the Trustee's compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which and is not indemnifiable under Section 7.11 hereof which, in the Trustee's opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such - 58 - costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage-Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding and outstanding, or (iiiy) such paid by those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.

Trustee's Fees and Expenses. (a) The applicable Series Supplement shall specify the amount and circumstances of the Trustee's ’s compensation and the source thereof. (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement is greater than zero, the Trustee acknowledges that the Depositor has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses specified thereinExpenses, and the Trustee agrees that the payment of such amount shall constitute full and final satisfaction of and payment for all such expensesOrdinary Expenses. (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may indicate that Ordinary Expenses will be paid for by the Trust, in which case the Trustee shall be paid on a periodic basis by the Trust or the Retained Interest at the rate or amount and on the terms provided for in the Series Supplement. In such cases, the The Trustee agrees that its right to receive such payments from the Trust shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim on payment of Ordinary Expenses from any other source, including the Depositor. (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement is zero, the Series Supplement may provide that the Depositor shall pay to the Trustee from time to time a fee for its services and expenses as Trustee as set forth in the Series Supplement payable at the times set forth therein. In such cases, the The Trustee agrees that its right to receive such payments from the Depositor shall constitute full and final satisfaction of and payment for all Ordinary Expenses and that the Trustee shall have no claim for payment of Ordinary Expenses from the Trust. The Trustee further agrees that, notwithstanding any failure by the Depositor to make such periodic payments of the Ordinary Expenses, the Trustee shall continue to perform its obligations under this Trust Agreement. The Depositor's ’s obligations to pay Ordinary Expenses under this Trust Agreement shall be extinguished and of no further effect upon the payment of Ordinary Expenses due and owing on the termination of the Trust pursuant to Section 10.01 9.01 hereof. (e) Subject to paragraph (f) of this Section 7.06subsection 7.06(f), all Extraordinary Trust Expenses, to the extent not paid by a third party are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust. (f) The Trustee shall not take any action, including appearing in, instituting or conducting any action or suit hereunder or in relation hereto hereto, which is not indemnifiable under Section 7.11 hereof which, in the Trustee's ’s opinion, would or might cause it to incur costs, expenses or liabilities that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less than the Required Percentage--Remedies of the aggregate principal amount of Certificates then outstanding, and (iii) the Certificateholders, pursuant to the instructions given under clause (ii) above, have agreed that such costs, expenses or liabilities shall either be (x) paid by the Trustee from the Trust, in the case of a vote of 100% of the aggregate principal amount of Certificates then outstanding outstanding, or (y) paid by the Trustee (which payment shall be made out of its own funds and (iiinot from monies on deposit in the Trust) such in which case the Trustee shall be entitled to receive, upon demand, reimbursement from those Certificateholders who have agreed that to bear the entire amount of such costs, expenses or liabilities shall be paid by the Trustee from the Trustliabilities, on a pro rata basis among such Certificateholders.