The Owner Trustee’s Compensation. The Depositor shall cause the Servicer to agree to pay to Citibank pursuant to Section 3.11 of the Servicing Agreement from time to time compensation for all services rendered by Citibank under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Servicing Agreement and the fee letter between the Servicer and the Owner Trustee, shall reimburse Citibank upon its request for all reasonable expenses, disbursements and advances incurred or made by Citibank in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as Citibank may employ in connection with the exercise and performance of its rights and its duties hereunder), except any such expense as may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such fees and reasonable expenses shall be paid by the Issuer in accordance with Sections 8.5 or 5.4(b) of the Indenture, as applicable.
Appears in 4 contracts
Samples: Trust Agreement (Huntington Auto Trust 2016-1), Trust Agreement (Huntington Auto Trust 2016-1), Trust Agreement (Huntington Auto Trust 2015-1)