Common use of The Servicer to Pay Trustees’ Fees and Expenses Clause in Contracts

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CDF Funding, Inc.), Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)

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The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder or under any Supplement of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or 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 or any Supplement (including the reasonable fees and expenses of its agents, any co-trustee agents and counselcounsel and all reasonable fees and expenses incurred in connection with the appointment of the Trustee or an Affiliate of the Trustee as Successor Servicer) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered paid out of the Servicing Fee; provided. The provisions of this Section and Section 8.4 shall survive the termination of this Agreement, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess termination of the Servicing Fee, such excess amount shall be paid in full to Trust and the Trustee by DFS. To the extent, if any, that any Federal, state resignation or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets removal of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Stone Container Corp)

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder of the Trustee, and, subject to Section 8.4, and the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to Securityholders), disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Enhance ment Agreement (including the reasonable fees and expenses of its agents, any co-co- trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered paid out of the Servicing Fee; provided, however, if such . The Servicer's covenant to pay the expenses, disbursements and advances incurred by provided for in this Section shall survive the Trustee are in amount in excess termination of this Agreement or the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state earlier resignation or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets removal of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First National Bank of Atlanta)

The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder of the Trustee, and, subject to Section 8.48.04, the Servicer shall will pay or 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 or any Supplement (including the reasonable fees and expenses of its agents, any co-trustee agents and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.210.02, the provisions provision of this Section 11.5 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Firestone Retail Credit Corp)

The Servicer to Pay Trustees’ Fees and Expenses. (a) The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation compen- sation of a trustee of an express trust) for all services rendered by it the Trustee in the execution of the trust hereby created and in the exercise and performance of any of the power powers and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee (without reimbursement from the Collection Account, the Principal Account, the Finance Charge Account, any Series Account or otherwise) 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 Agree- ment (including the reasonable fees and expenses of its agents, any co-trustee agents and counsel) except any such expense, disbursement or advance as may arise from its negligence own negligence, willful misconduct or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, Servicer (which shall be covered out of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Pier 1 Imports Inc/De)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to timetime out of its own funds, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) upon its request re- quest for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Supplement (including the reasonable fees and expenses of its agents, any co-trustee agents and counsel) except any such expense, disbursement dis- bursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreementsen- tence. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer; provided that the Transferor will indemnify, defend and save harmless the Trustee for any loss, liability or expense incurred by it as Successor Servicer which shall be covered out is not otherwise reimbursed hereunder, except to the extent such loss, liability or expense is due to its negligence or bad faith as Successor Servicer. The obligations of the Servicing Fee; providedServicer and the Trans- feror under this Section 11.5, however, if such expenses, disbursements Section 7.4 and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.Section

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nordstrom Inc)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder of the Trustee, and, subject to Section 8.47.04, the Servicer shall will pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) upon its request for all reasonable expenses, disbursements and advances (if any) incurred or made by the Trustee (including the fees and expenses of Trustee's counsel) in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.210.02, the provisions of this Section 11.5 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out . The obligations of the Servicing Fee; provided, however, if such expenses, disbursements Servicer under Section 8.04 and advances incurred by this Section 11.05 shall survive the Trustee are in amount in excess termination of the Servicing Fee, such excess Trust and the resignation or removal of the Trustee. The Transferors agree to reimburse the Servicer for any amount shall be paid in full the Servicer pays to the Trustee by DFSunder this Section 11.05. To Notwithstanding anything to the extentcontrary in this Agreement or in any other agreement, if any, that any Federal, state or local taxes are payable payments made by the Trust, Transferors to the Servicer under this Section 11.05 shall only be made to the extent the Transferors have available funds for such taxes shall be payable solely out of Trust Assets an not out payments. The Servicer agrees that failure of the personal assets Transferors to make any payment to the Servicer under this Section 11.05 shall not constitute a "claim" (as defined in Section 101 of the TrusteeUnited States Bankruptcy Code) against the Transfexxx. Xxx xxxxxxx xx xxxx Xxxxxxxnt also agree that nothing herein shall limit the obligation of the Servicer to pay all amounts due to the Trustee as provided in this Section 11.05.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)

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The Servicer to Pay Trustees’ Fees and Expenses. The ----------------------------------------------- Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out of the Servicing Fee; provided, however, if such -------- ------- expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 112 of the trust Trust hereby created and in the exercise and performance of any of the power powers and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee (without reimbursement from any Investor Account, any Series Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including, without limitation, the fees and expenses of its agents and counsel) in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its own negligence or bad faith willful misconduct and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. When the Trustee incurs expenses or renders services in connection with an Insolvency Event or Insolvency Proceeding, which shall be covered out such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. The obligations of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by Servicer under this Section 11.5 shall survive the Trustee are in amount in excess termination of the Servicing Fee, such excess amount shall be paid in full to Trust and the Trustee by DFS. To the extent, if any, that any Federal, state resignation or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets removal of the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Bank Corporate Card Master Trust)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to timetime out of its own funds, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder or pursuant to any Supplement of the Trustee, and, subject to Section 8.4, the Servicer shall will pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) 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 or any Supplement (including the reasonable fees and expenses of its agents, any co-trustee agents and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. If Household Finance Corporation is not the Servicer, which Household Finance Corporation shall be covered out guarantee the payment of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full all amounts payable to the Trustee by DFS. To the extentunder this Section 11.5, if anyand upon any payment pursuant to such guaranty, that any Federal, state or local taxes are payable by the Trust, such taxes and Household Finance Corporation shall be payable solely out of Trust Assets an not out subrogated to all rights of the personal assets Trustee to recover such amounts from the Servicer. The obligations of the TrusteeServicer and the Transferor under this Section 11.5 and Section 8.4 shall survive the termination of the Trust and the resignation or removal of the Trustee or the Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Saks Credit Card Master Trust)

The Servicer to Pay Trustees’ Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, 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 power powers and duties hereunder of the Trustee, and, subject to Section 8.4, and the Servicer shall will pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) 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 or any Supplement (including the reasonable fees and expenses of its agents, any co-trustee agents and counsel) except any such expense, disbursement or advance as may arise from be caused by its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer; provided that the Transferor will indemnify, defend and save harmless the Trustee for any loss, liability or expense incurred by it as Successor Servicer which shall be covered out is not otherwise reimbursed hereunder, except to the extent such loss, liability or expense is caused by its negligence or bad faith as Successor Servicer. The obligations of the Servicing Fee; providedServicer and the Transferor under this Section 11.5, howeverSection 7.4, if such expenses, disbursements Section 8.4 and advances incurred by Section 11.17 shall survive the termination of the Trust and the resignation or removal of the Trustee are in amount in excess of or the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the TrusteeServicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Yamaha Motor Receivables Corp)

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