Common use of Indenture Trustee Fees and Expenses Clause in Contracts

Indenture Trustee Fees and Expenses. On each Payment Date, pursuant to Section 7.08 of the Sale and Servicing Agreement, the Servicer shall pay to the Indenture Trustee (i) the Indenture Trustee Fee and (ii) payment of or reimbursement for expenses and disbursements incurred or made by the Indenture Trustee in any preceding month in accordance with any of the provisions of this Indenture (including, but not limited to, the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ). In the event that such fees and expenses remain unpaid for 60 days or more, such fees and expenses as shall be disbursed to the Indenture Trustee from amounts on deposit in the Collection Account, pursuant to Section 8.06 of the Sale and Servicing Agreement. The Indenture Trustee shall also be entitled to indemnification against losses, liability and expenses, including reasonable attorney's fees, incurred, arising out of or in connection with this Indenture, the Secured Notes and the Sale and Servicing Agreement. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified by, first, the Trust and, second, the Servicer and held harmless against any loss, liability or reasonable expense incurred in connection with this Indenture or the Secured Notes, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance by the Indenture Trustee of its duties hereunder. The obligations of the Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Secured Notes, and shall extend to any co-Indenture Trustee or separate-Indenture Trustee appointed pursuant to this Article VI.

Indenture Trustee Fees and Expenses. On each Payment Date, pursuant to Section 7.08 (a) The Indenture Trustee acknowledges that in consideration of the Sale services rendered by the Indenture Trustee in the execution of the trust hereby created and Servicing Agreementin the exercise and performance of any of the powers and duties hereunder it is entitled to receive the Indenture Trustee's Fee in accordance with the provision of Section 8.02(a) (which shall not be limited by any provision of law in regard to the compensation of a Indenture Trustee of any express trust). Additionally, the Indenture Trustee hereby covenants, for the benefit of the Depositor and the Note Insurer, that the Indenture Trustee has arranged separately with the Servicer shall pay for the payment or reimbursement to the Indenture Trustee (i) of all of the Indenture Trustee Fee Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket expenses, disbursements and (ii) payment of or reimbursement for expenses and disbursements advances incurred or made by the Indenture Trustee in any preceding month in accordance with any of the provisions of this Indenture Agreement (including, but not limited to, including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ). In Notwithstanding any other provision of this Agreement to the event that such fees contrary, the Servicer covenants and expenses remain unpaid for 60 days or more, such fees and expenses as shall be disbursed agrees to indemnify the Indenture Trustee from amounts on deposit in the Collection Accountand its officers, pursuant to Section 8.06 of the Sale directors, employees and Servicing Agreement. The Indenture Trustee shall also be entitled to indemnification against agents from, and hold it harmless against, any and all losses, liability and expensesliabilities, including reasonable attorney's feesdamages, incurred, arising out of claims or in connection with this Indenture, the Secured Notes and the Sale and Servicing Agreement. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified by, first, the Trust and, second, the Servicer and held harmless against any loss, liability or reasonable expense expenses incurred in connection with any legal action relating to this Indenture Agreement, the Notes or incurred in connection with the Secured Notesadministration of the Trust Estate, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence of the Indenture Trustee in the performance of its duties hereunder or by reason of the Indenture Trustee's reckless disregard of obligations and duties hereunder. For the avoidance of doubt, the parties hereto acknowledge that it is the intent of the parties that the Depositor and the Note Insurer shall not pay any of the Indenture Trustee's fees and expenses in connection with this transaction. (b) The Trust, the Indenture Trustee and any director, officer, employee or agent of the Trust or the Indenture Trustee shall be indemnified by the Servicer and held harmless against any loss, liability, claim, damage or expense arising out of, or imposed upon the Trust or the Indenture Trustee through the Servicer's acts or omissions in violation of this Agreement, other than, with respect to the Indenture Trustee, any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Indenture Trustee in the performance of its duties hereunder or by reason of the Indenture Trustee's reckless disregard of obligations and duties hereunder. The Servicer shall immediately notify the Indenture Trustee, Owner Trustee, the Servicer, the Depositor, the Note Insurer and all Noteholders if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Note Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Indenture Trustee, the Note Insurer and/or any Noteholder in respect of such claim. The obligations of the Servicer and the Trust under this Section 6.16 shall survive arising prior to any resignation or termination of the Trust Servicer hereunder shall survive the resignation or removal of the Indenture Trustee, termination of the Servicer and payment of the Secured Notes, and shall extend to any co-Indenture Trustee or separate-separate Indenture Trustee appointed pursuant to this Article VI. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Indenture Trustee Fees and Expenses. On each Payment Date, The fees and expenses of the Indenture Trustee shall be paid by Interpool as Servicer pursuant to Section 7.08 the terms of the Sale and Servicing AgreementIndenture Trustee Fee Letter, to Interpool, Inc. from the Indenture Trustee. Interpool as Servicer shall pay to indemnify the Indenture Trustee (i) the Indenture Trustee Fee and (ii) payment of or reimbursement which for expenses and disbursements incurred or made by the Indenture Trustee in any preceding month in accordance with any of the provisions purposes of this Indenture Section 9.05 shall include its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including, but not limited to, the including reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ). In the event that such fees and expenses remain unpaid for 60 days of its counsel) incurred without gross negligence or more, such fees and expenses as shall be disbursed to the Indenture Trustee from amounts willful misconduct on deposit in the Collection Account, pursuant to Section 8.06 of the Sale and Servicing Agreement. The Indenture Trustee shall also be entitled to indemnification against losses, liability and expenses, including reasonable attorney's fees, incurredits part, arising out of or in connection with the acceptance or administration of this Indenturetrust, the Secured Notes and actions of the Sale and Servicing Agreement. The Indenture Trustee and any director, officer, employee or agent Custodian on behalf of the Indenture Trustee shall be indemnified byand the Relevant Documents, first, including the Trust and, second, the Servicer costs and held harmless expenses of defending itself both individually and in its representative capacity against any loss, claim or liability or reasonable expense incurred in connection with this Indenture the exercise or the Secured Notes, other than performance of any loss, liability of its power or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance by duties hereunder. When the Indenture Trustee incurs expenses or renders services in connection with an Event of its duties hereunderDefault specified in Section 8.01(iv) or Section 8.01(v), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. Upon appointment of a successor Indenture Trustee pursuant to Section 9.08 hereof, and the satisfaction of the conditions and obligations thereunder (except for the Issuer’s notice requirement), any outstanding fees, expenses and indemnities due and payable to the predecessor Indenture Trustee shall be paid to it. The obligations of the Interpool as Servicer and the Trust under this Section 6.16 9.05 shall survive termination the resignation and removal of the Trust and payment of the Secured Notes, and shall extend to any co-Indenture Trustee or separate-Indenture Trustee appointed pursuant to and satisfaction and discharge of this Article VIIndenture. IN NO EVENT SHALL THE INDENTURE TRUSTEE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE INDENTURE TRUSTEE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION.

Indenture Trustee Fees and Expenses. On each Payment Date, pursuant (a) The SPC covenants and agrees to Section 7.08 of the Sale and Servicing Agreement, the Servicer shall pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, compensation as agreed between the SPC and the Indenture Trustee from time to time (which compensation shall not be limited by any provision of Applicable Law in regard to the compensation of a trustee of an express trust). In addition, the Indenture Trustee shall be entitled to additional compensation from the SPC for (to the extent duly documented): (i) costs incurred for collection and administration of any assets not held directly with the Indenture Trustee Fee and for distributing assets; (ii) payment performing any additional or extraordinary services requested by the SPC, the Bank, the Servicer, the Investors, the Enhancers, the Rating Agencies or any representative of the foregoing; and (iii) preparing and filing any report, return or reimbursement other document, not otherwise routinely prepared by the Indenture Trustee, that may be required with respect to the trust created hereunder. (b) The SPC covenants and agrees to pay or reimburse the Indenture Trustee and each predecessor Indenture Trustee, upon its request, for expenses all duly documented expenses, disbursements and disbursements advances reasonably incurred or made by the Indenture Trustee in any preceding month or on behalf of it in accordance with any of the provisions of this Indenture or the other Transaction Documents (including, but not limited to, including the reasonable compensation and the of, documented expenses of and disbursements of by its counsel and of all persons agents and other Persons not regularly in its employ). In the event that , except any such fees and expenses remain unpaid for 60 days expense, disbursement or more, such fees and expenses advance as shall may arise from its own (or its agents’) gross negligence or willful misconduct or as may be disbursed incurred due to the Indenture Trustee from amounts on deposit Trustee’s breach of its representations and warranties set forth in the Collection Account, pursuant to Section 8.06 10.10. (c) The SPC shall indemnify each of the Sale and Servicing Agreement. The Indenture Trustee and any predecessor Indenture Trustee and their agents for, and shall also be entitled to indemnification against losseshold them harmless against, any and all loss, damage, claim, liability and expensesor expense, including reasonable attorney's feestaxes (other than taxes based upon, incurredmeasured by or determined by the income of such Person), arising out of or in connection with this Indenture, the Secured Notes and the Sale and Servicing Agreement. The Indenture Trustee and any director, officer, employee acceptance or agent administration of the Indenture Trustee shall be indemnified bytrust hereunder, first, including the Trust and, second, the Servicer costs and held harmless expenses of defending itself against any loss, claim or liability or reasonable expense incurred in connection with this Indenture the exercise or performance of any of its powers or duties hereunder, except to the Secured Notesextent that such loss, other than any lossdamage, claim, liability or expense incurred by reason of willful misfeasance, bad faith is due to its own (or its agents’) gross negligence or willful misconduct. (d) All payments, reimbursements and indemnities under subsections (a), (b) and (c) shall be made as provided in the performance by Section 4.2. (e) When the Indenture Trustee incurs expenses or renders services in connection with any Early Amortization Event or Default, the expenses (including the reasonable compensation of, duly documented expenses of and disbursements by its duties hereunder. counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable United States federal or state or non-U.S. bankruptcy, insolvency or other similar law. (f) The obligations provisions of this Section shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Servicer and the Trust under this Section 6.16 shall survive termination of the Trust and payment of the Secured Notes, and shall extend to any co-Indenture Trustee or separate-Indenture Trustee appointed pursuant to this Article VITrustee.