The Owner Trustee shall receive as compensation for its services hereunder, such fees as have been separately agreed upon between the Owner Trustee and the Servicer and specified in a separate fee agreement between such parties.  Additionally, the Owner Trustee shall be entitled to be reimbursed by the Trust for its other reasonable expenses hereunder, as applicable, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder; provided , however , that the Owner Trustee shall only be entitled to reimbursement for expenses hereunder to the extent such expenses (i) are fees and expenses of outside counsel engaged by the Owner Trustee in respect of the performance of its obligations hereunder, or (ii) relate to the performance of its obligations hereunder.  The Trust shall pay all fees, expenses and disbursements of the Owner Trustee out of Available Funds available for application or distribution to the Owner Trustee pursuant to the terms of each applicable Indenture Supplement.  To the extent the Trust fails to pay such amounts due and owing to the Owner Trustee, the Servicer agrees to pay such amounts.