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

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other funds, 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) as set forth in a separate fee agreement between the Servicer and the Trustee for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is the responsibility of Certificateholders hereunder. In addition, except as provided in Section 2.13(g), the Servicer covenants and agrees to indemnify the Trustee and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated herein, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section shall survive termination of this Agreement or the resignation or removal of any Trustee hereunder.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Co-Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee and the Co-Trustee 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) as set forth in a separate fee agreement between the Servicer and the Trustee for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and the Co-Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee and the Co-Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Co-Trustee in 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith faith, provided that the Trustee and the Co-Trustee shall have no lien on the Trust Fund, other than the Expense Account, for the payment of its fees and expenses. To the extent that actual fees and expenses of the Trustee or which is the responsibility Co-Trustee exceed the amount available for payment thereof on deposit in the Expense Account as of Certificateholders hereunder. In additionthe date such fees and expenses are due and payable (including, the case of the Co-Trustee, the amount needed to pay the fees and expenses of the Custodian), the Servicer shall reimburse the Trustee or the Co-Trustee for such shortfall, as the case may be, out of its own funds without reimbursement therefor, except as provided in Section 2.13(g)6.03. The Trustee and the Co-Trustee and any director, officer, employee or agent of the Trustee or the Co-Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section Anything in this Agreement to the certain notwithstanding in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit) even if the Trustee or Co-Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time out of the Servicing Fee or out of other fundstime, 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) as set forth in a separate fee agreement between the Servicer and the Trustee for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith or which is faith, provided that the responsibility Trustee shall have no lien on the Trust Fund, other than the Expense Accounts, for the payment of Certificateholders hereunderits fees and expenses. In additionTo the extent that actual fees and expenses of the Trustee exceed the amount available for payment thereof on deposit in the Expense Accounts as of the date such fees and expenses are due and payable, the Servicer shall reimburse the Trustee for such shortfall out of its own funds without reimburse- ment therefor, except as provided in Section 2.13(g)6.03. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or and (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.

Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee and the Co-Trustee from time to time out of the Servicing Fee or out of other fundstime, and the Trustee and the Co-Trustee 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) as set forth in a separate fee agreement between the Servicer and the Trustee for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and the Co-Trustee, and the Servicer will pay or reimburse, except as provided in Section 2.13(g), reimburse the Trustee and the Co- Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Co-Trustee in 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) except any such expense, disbursement or advance as may arise from its negligence or bad faith faith, provided that the Trustee and the Co-Trustee shall have no lien on the Trust Fund, other than the Expense Account, for the payment of its fees and expenses. To the extent that actual fees and expenses of the Trustee or which is the responsibility Co-Trustee exceed the amount available for payment thereof on deposit in the Expense Account as of Certificateholders hereunder. In additionthe date such fees and expenses are due and payable (including, the case of the Co-Trustee, the amount needed to pay the fees and expenses of the Custodian), the Servicer shall reimburse the Trustee or the Co-Trustee for such shortfall, as the case may be, out of its own funds without reimbursement therefor, except as provided in Section 2.13(g)6.03. The Trustee and the Co-Trustee and any director, officer, employee or agent of the Trustee or the Co-Trustee shall be indemnified by the Servicer covenants and agrees to indemnify the Trustee and its officersheld harmless against any loss, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims liability or expenses expense (i) incurred in connection with any legal action relating to this Agreement or the Certificates or by reason of its participation in the transactions contemplated hereinCertificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder, or (ii) resulting from any error in any tax or information return prepared by the Servicer. This section The obligations of the Servicer under this Section 12.05 shall survive termination payment of the Certificates, and shall extend to any co-trustee appointed pursuant to this Agreement or the resignation or removal of any Trustee hereunderArticle XII.