Common use of Servicer to Pay Fees and Expenses of Trustee Clause in Contracts

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement or incurred in connection with the administration of the Trustee's duties hereinunder and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this AgreementAgreement or the earlier resignation or removal of the Trustee. If the Trustee renders services and incurs expenses following an Event of Default because of either voluntary or involuntary bankruptcy of the Servicer, such expenses are intended to be expenses of administration under any bankruptcy law.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. The -------------------------------------------- Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. The Servicer -------------------------------------------- covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this AgreementAgreement and the resignation or removal of the Trustee.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own fundsfunds to the extent that such compensation is not paid in accordance with Section 6.02(a)(i), to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own fundsfunds (except at such times that the Trustee is acting as successor Servicer hereunder)) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Trustee in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons persons not regularly in its employ (including any custodian)employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 10.11, except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own fundsfunds (except at such times that the Trustee is acting as successor Servicer hereunder)) the Trustee for, and to hold it harmless against, any loss, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence or bad faith on the part of the Trustee arising out of or in connection with the acceptance or administration of the trust created by this trust Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities capacity as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive removal or resignation of the Trustee or the termination of this Agreement. Except as otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Tax Matters Person.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Servicer will pay (out of its own funds) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ (including any custodian), and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this AgreementAgreement or the earlier resignation or removal of the Trustee.

Servicer to Pay Fees and Expenses of Trustee. Paying Agent and -------------------------------------------------------------- Certificate of Administrator. ---------------------------- The Servicer covenants and agrees to pay, from its own funds, to the Trustee Trustee, the Paying Agent and the Certificate Administrator from time to time, and the Trustee Trustee, the Paying Agent and the Certificate Administrator shall each be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own funds) or reimburse the Trustee, the Paying Agent and the Certificate Administrator, to the extent requested by the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, in accordance with any of the provisions of this Agreement Agreement, and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons persons not regularly in its employ (including any custodian)employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 9.11, except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee Trustee, the Paying Agent and the Certificate Administrator for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 9.05 shall be for the benefit of the Trustee Trustee, the Paying Agent and the Certificate Administrator in its their respective capacities as Trustee, Certificate Administrator, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. The Servicer covenants and agrees to pay, from its own funds, to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own fundsfunds (except at such times that the Trustee is acting as successor Servicer hereunder)) or reimburse the Trustee, to the extent requested by the Trustee, for all reasonable expenses, disbursements 85 93 and advances incurred or made by the Trustee, Trustee in accordance with any of the provisions of this Agreement and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons persons not regularly in its employ (including any custodian)employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 10.11, except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own fundsfunds (except at such times that the Trustee is acting as successor Servicer hereunder)) the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee arising out of or in connection with the acceptance or administration of the trust created by this trust Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 shall be for the benefit of the Trustee in its capacities capacity as Trustee, Paying Agent and Certificate Registrar hereunder, and shall survive removal or resignation of the Trustee or the termination of this Agreement.

Servicer to Pay Fees and Expenses of Trustee. Paying Agent and -------------------------------------------------------------- Certificate Administrator. ------------------------- The Servicer covenants and agrees to pay, from its own funds, to the Trustee Trustee, the Paying Agent and the Certificate Administrator from time to time, and the Trustee Trustee, the Paying Agent and the Certificate Administrator shall each be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The , and the Servicer will pay (out of its own funds) or reimburse the Trustee, the Paying Agent and the Certificate Administrator, to the extent requested by the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, for all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, in accordance with any of the provisions of this Agreement Agreement, and the reasonable compensation and the expenses and disbursements of its counsel and of all Persons persons not regularly in its employ (including any custodian)employ, and the expenses incurred by the Trustee in connection with the appointment of an office or agency pursuant to Section 10.11 9.11, except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Servicer also covenants and agrees to indemnify (out of its own funds) the Trustee Trustee, the Paying Agent and the Certificate Administrator for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, the Paying Agent or the Certificate Administrator, as the case may be, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense arising from any negligence or bad faith on the part of the Trustee. The covenants in this Section 10.05 9.05 shall be b for the benefit of the Trustee Trustee, the Paying Agent and the Certificate Administrator in its their respective capacities as Trustee, Certificate Administrator, Paying Agent and Certificate Registrar hereunder, and shall survive the termination of this Agreement.