Common use of Indenture Trustee Fees and Expenses Clause in Contracts

Indenture Trustee Fees and Expenses. The fees and expenses of the Indenture Trustee shall be paid by Interpool as Servicer pursuant to the terms of the Indenture Trustee Fee Letter, to Interpool, Inc. from the Indenture Trustee. Interpool as Servicer shall indemnify the Indenture Trustee (which for purposes of this Section 9.05 shall include its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including reasonable fees and expenses of its counsel) incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, the actions of the Custodian on behalf of the Indenture Trustee and the Relevant Documents, including the costs and expenses of defending itself both individually and in its representative capacity against any claim or liability in connection with the exercise or performance of any of its power or duties hereunder. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default 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 Interpool as Servicer under this Section 9.05 shall survive the resignation and removal of the Indenture Trustee and satisfaction and discharge of this Indenture. 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. (a) The fees Indenture Trustee acknowledges that in consideration of the services rendered by the Indenture Trustee in the execution of the trust hereby created and expenses in 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 for the payment or reimbursement to the Indenture Trustee of all of the Indenture Trustee shall be paid Trustee's expenses in connection with this Agreement, including, without limitation, all reasonable out of pocket expenses, disbursements and advances incurred or made by Interpool as Servicer pursuant to the terms of the Indenture Trustee Fee Letterin accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ). Notwithstanding any other provision of this Agreement to the contrary, the Servicer covenants and agrees to Interpool, Inc. from the Indenture Trustee. Interpool as Servicer shall indemnify the Indenture Trustee (which for purposes of this Section 9.05 shall include and its officers, directors, employees and agents) foragents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with any legal action relating to this Agreement, the Notes or incurred in connection with the administration of the Trust Estate, other than any loss, liability or expense (including reasonable fees and expenses incurred by reason of its counsel) incurred without gross willful misfeasance, bad faith or negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, the actions of the Custodian on behalf 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 Relevant Documents, including Note Insurer shall not pay any of the costs Indenture Trustee's fees and expenses of defending itself both individually and in its representative capacity against any claim or liability in connection with the exercise or performance of any of its power or duties hereunder. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default 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 Interpool as Servicer under this Section 9.05 shall survive the resignation and removal of the Indenture Trustee and satisfaction and discharge of this Indenture. 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 ACTIONtransaction.