Indenture Trustee’s Fees and Expenses. On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee and reimbursement of out-of-pocket expenses incurred by it in connection with its responsibilities hereunder in the priorities provided in Sections 3.4 or 6.6 hereof, as applicable.
Indenture Trustee’s Fees and Expenses. On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee and reimbursement of out-of-pocket expenses incurred by it in connection with its responsibilities hereunder in the priorities provided in Sections 3.4 or 6.6 hereof, as applicable. The Issuer shall indemnify, defend and hold the Indenture Trustee harmless from and against any liability, claim, damage, loss, fees or costs or expenses (including reasonable attorneys’ fees and extraordinary out-of-pocket expenses) incurred by the Indenture Trustee without negligence or bad faith on its part (as determined by a final non-appeal order from a court of competent jurisdiction), arising out of or in connection with the acceptance or administration of the office of the Indenture Trustee under this Indenture, including the costs of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and of defending any claim or bringing any claim to enforce the indemnification or other obligations of the Issuer. The Indenture Trustee’s rights to indemnification shall survive the termination of this Indenture and the resignation or removal of the parties hereunder.
Indenture Trustee’s Fees and Expenses. The fees, expenses, disbursements and advances of the Indenture Trustee shall be paid only by the Issuer in accordance with Section 302 or 806 hereof. The Issuer shall indemnify the Indenture Trustee (and any predecessor Indenture Trustee) and each of its officers, directors and employees for, and hold them harmless against, any loss, liability, damage claim or expense incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust, 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 powers or duties hereunder (together with the fees, expenses, disbursements and advances of the Indenture Trustee, “Indenture Trustee Fees”); provided however, that the Indenture Trustee’s Fees payable pursuant to clauses (c)(I)(1) and (c)(II)(1) in Section 302 hereof shall not exceed Forty Thousand Dollars ($40,000) per annum at any time Xxxxx Fargo Bank, National Association is acting as Indenture Trustee. The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee, and to indemnify and hold harmless, the Indenture Trustee shall constitute Outstanding Obligations hereunder and shall survive the resignation or removal of the Indenture Trustee and the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(4) or Section 801(5), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.
Indenture Trustee’s Fees and Expenses. Subject to the side letter, dated June 27, 2006, among the Indenture Trustee, the Seller and the Servicer, the Indenture Trustee Fee shall be paid to the Indenture Trustee, as compensation for its activities hereunder, pursuant to Section 5.01. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be indemnified by the Seller and held harmless against any loss, liability or expense (including reasonable attorney’s fees and expenses) incurred in connection with any claim or legal action relating to (a) this Agreement or the Insurance and Indemnity Agreement, (b) the Notes, or (c) the performance of any of the Indenture Trustee’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Indenture Trustee’s duties hereunder or incurred by reason of any action of the Indenture Trustee taken at the direction of the Insurer or (i) if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the Insurer or (ii) an Insurer Default has occurred and is continuing, the Noteholders. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee hereunder. Without limiting the foregoing, the Seller covenants and agrees, and except for any such expense, disbursement or advance as may arise from the Indenture Trustee’s negligence, bad faith or willful misconduct, to pay or reimburse the Indenture Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Notes, (B) the reasonable compensation, expenses and 93 disbursements of any accountant, engineer or appraiser that is not regularly employed by the Indenture Trustee, to the extent that the Indenture Trustee must engage such persons to perform acts or services hereunder, (C) printing and engraving expenses in connection with preparing any Definitive Notes and (D) any other reasonable expenses incurred other than in the ordinary course of its business by the Indenture Trustee in connection with its duties hereunder. Except as otherwise provided herein, the Indenture Trustee shall not be entitled to payment or reimbursement for any routin...
Indenture Trustee’s Fees and Expenses. (a) The Servicer on behalf of the Trust Certificate Holder agrees:
Indenture Trustee’s Fees and Expenses. The Indenture Trustee, if not paid by the Manager, will be entitled to receive, pursuant to the priority of payments set forth in Section 302 hereof, (A) (i) reasonable compensation for its services as Indenture Trustee and (ii) reimbursement for expenses, disbursements and advances in its capacity as Indenture Trustee (the foregoing clauses (i) and (ii) collectively, the “Indenture Trustee Fee”) and (B) indemnification for Indenture Trustee Indemnified Amounts. The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee, to pay or reimburse the Indenture Trustee for expenses, disbursements and advances and to indemnify and hold harmless, the Indenture Trustee shall constitute Outstanding Obligations hereunder and shall survive the resignation or removal of the Indenture Trustee and the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(vii) or Section 801(viii), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.
Indenture Trustee’s Fees and Expenses. (a) Each of the Issuers jointly and severally agrees:
Indenture Trustee’s Fees and Expenses. The Indenture Trustee shall be paid such fees and expenses as described in Section 12.01 of the Sale and Servicing Agreement which shall be payable as described in Section 12.01 of the Sale and Servicing Agreement. Except as set forth in Section 12.01 of the Sale and Servicing Agreement, the Indenture Trustee shall have no claim against the Issuer or the Trust Estate for any unpaid fees or expenses. In the event of a default in the payment of such fees and expenses by the Seller or the Servicer, the Indenture Trustee hereby agrees that it will continue to act as Indenture Trustee hereunder and perform its duties hereunder and the duties of the Indenture Trustee under the Basic Documents.
Indenture Trustee’s Fees and Expenses powers and duties hereunder of the Indenture Trustee, and the Servicer will pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation, expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith, provided that the Indenture Trustee shall have no lien on the assets of the Trust for the payment of its fees and expenses. Failure by the Issuer to cause any such fees or other expenses to be paid shall not relieve the Indenture Trustee of its obligations hereunder. The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee caused to be indemnified by the Servicer and held harmless against any loss, liability or expense (i) incurred in connection with any legal action relating to this Indenture or the Notes, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, and (ii) resulting from any error in any tax or information return prepared by or on behalf of the Servicer. The obligations of the Issuer and the Servicer under this Section 6.5 shall survive payment of the Notes, and shall extend to any co-trustee appointed pursuant to this Article VI. The compensation due to the Indenture Trustee pursuant to this Section 6.5 shall be paid by the Servicer from its own funds.
