Common use of Trustee's Compensation and Expenses Clause in Contracts

Trustee's Compensation and Expenses. The Trustee shall be entitled to receive on each Distribution Date an amount equal to the Trustee's compensation for such Distribution Date pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any claims, damage, loss, liability or expense (including reasonable attorney's fees) (a) incurred in connection with any claim or legal action relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance of any of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall reimburse 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 to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii). 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 Trustee, Certificate Registrar or Paying Agent hereunder or for any other expenses. The provisions of this Section 9.11 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.

Trustee's Compensation and Expenses. The As compensation for its services hereunder, the Trustee shall be entitled to receive the Trustee Float. In the event that the Servicer fails to remit amounts that it is required to remit to the Certificate Account hereunder on the Business Day prior to each Distribution Date hereunder, it shall pay to the Trustee, from its own funds, an amount equal to the Trustee's compensation for Trustee Float with respect to such Distribution Date Date, as certified in writing by the Trustee to the Servicer and agreed to by the Servicer. The Servicer shall also pay, from its own funds, the Trustee any additional amounts as may be agreed upon between the Trustee and the Servicer from time to time. Any payment hereunder made by the Servicer to the Trustee, other than any amount to be paid from the Certificate Account pursuant to this Section 5.02(a)9.05, shall be paid from the Servicer’s own funds, without reimbursement from the Trust Fund therefor. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Servicer and held harmless against any claims, damage, loss, liability or expense (including reasonable attorney's fees) (a) incurred in connection with any claim or legal action relating to (i) this Agreement, (ii) Agreement or the Certificates, or (iii) the performance of any of the Trustee's ’s duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's ’s duties hereunder, hereunder or by reason of reckless disregard of the Trustee’s obligations and duties hereunder and (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer exercise of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall reimburse the Trustee for all reasonable expenses, disbursements and advances incurred or made power of attorney granted by the Trustee in accordance with any of the provisions of this Agreement to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii)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 Trustee, Certificate Registrar or Paying Agent hereunder or for any other expenses. The provisions of this Section 9.11 Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.

Trustee's Compensation and Expenses. The Trustee shall be entitled to receive on each Distribution Date an amount equal to the Trustee's compensation for such Distribution Date pursuant to Section 5.02(a). The Trustee Issuer hereby covenants and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any claims, damage, loss, liability or expense (including reasonable attorney's fees) agrees: (a) incurred to pay to the Trustee compensation for all services rendered by it hereunder and under the Security Documents to which the Trustee is a party in connection accordance with terms agreed to from time to time (which compensation shall not be limited by any claim or legal action relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance provision of any law regarding compensation of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason a trustee of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, an express trust); (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture, any other agreement relating to the Notes to which it is a party or in complying with any request by the Borrower with respect to the Notes, including the reasonable compensation, expenses and disbursements of its agents and counsel, except any such expense, disbursement or advance attributable to the Trustee's negligence or bad faith; and (c) to indemnify, defend and hold the Trustee and its directors, officers, employees and agents (collectively with the Trustee, the "Indemnitees") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnitee for or in respect of the provisions Trustee's (1) execution and delivery of this Agreement Indenture and the Security Documents, (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture, and (3) performance of any act or duty under this Indenture or the Security Documents, except in the case of such performance only and with respect to any Indemnitee to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(iithat such Losses resulted from such Indemnitee's negligence or willful misconduct. In the event the Trustee incurs expenses or renders services in any proceedings which result from the occurrence or continuance of an Event of Default under Sections 7.1(d) or 7.1(e), the expenses so incurred and (iii)compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. Except as otherwise provided hereinAs security for the performance of the obligations of the Borrower under this Section, the Trustee shall not be entitled have a lien prior to payment the lien securing the Notes, which it may exercise through a right of setoff, upon all property or reimbursement for any routine ongoing expenses incurred funds held or collected by the Trustee in the ordinary course of its duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any other expensespursuant to this Indenture. The provisions obligations of the Borrower to make the payments described in this Section shall survive discharge of this Section 9.11 shall survive the termination of this Agreement or Indenture, the resignation or removal of the Trustee hereunderand payment in full of the Notes.

Trustee's Compensation and Expenses. The Trustee Trustee’s compensation and expenses payable under this Agreement shall be entitled to receive on each Distribution Date an amount equal be, to the Trustee's compensation for such Distribution Date pursuant to Section 5.02(a). The Trustee and any directorextent permitted by applicable law, officer, employee or agent expenses of the Trustee shall Plan and may be indemnified paid from Plan assets (including through direct charges to participant accounts to the extent permitted by applicable law), unless paid by the Trust and held harmless against any claimsEmployer, damage, loss, liability or expense (including reasonable attorney's fees) as described below. (a) incurred in connection with any claim or legal action relating to The Employer shall (i) pay the Trustee compensation for its services under this AgreementTrust Agreement in accordance with the Trustee’s fee schedule in effect and applicable at the time such compensation becomes payable, and (ii) the Certificates, or (iii) the performance of any of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall payor reimburse 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 to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii). 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 connection with or relating to the ordinary course performance of its duties under this Trust Agreement or its status as Trustee. (b) The Employer shall (i) pay any Xxxxxxx Lynch, Certificate Registrar or Paying Agent hereunder or Pierce, Xxxxxx & Xxxxx Incorporated compensation for its services under any Plan services agreement in accordance with the fee schedule in effect and applicable at the time such compensation becomes payable, and (ii) payor reimburse Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated for any expenses incurred in connection with or relating to the performance of its duties under any Plan services agreement. (c) Unless otherwise directed by the Employer or the Named Administrative Fiduciary, any compensation or reasonable expenses charged to the Trust Fund shall be charged against participant accounts on a dollar weighted basis, unless the Employer has instructed the Trustee to assess them on some other expensesbasis. The provisions of Trustee is also authorized but not required to sell any shares or other assets in participant accounts or funds (or subfunds) in participant accounts to the extent necessary for this Section 9.11 shall survive the termination of purpose. (d) By signing this Agreement or the resignation or removal of Employer authorizes the Trustee hereunderand/or its affiliates to receive payments from mutual funds (and/or collective trusts) in which the Trust invests (or from the principal distributors and/or advisors of those funds or trusts), in connection with the performance of reasonable and necessary services (including recordkeeping, sub accounting, account maintenance, administrative and other shareholder services). The Employer understands that different mutual funds (or collective trusts) may be subject to different fee arrangements. Upon written request, the Trustee or its designee shall provide further details on any specific fee arrangements that may be applicable to investments under the Plan.

Trustee's Compensation and Expenses. The Trustee Trustee, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date an amount equal to the Trustee's compensation Trustee Fee for such Distribution Date pursuant to Section 5.02(a). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any claims, damage, loss, liability or expense (including reasonable attorney's fees) (a) incurred in connection with any claim or legal action relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance of any of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall reimburse 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 to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee intend to enter into a separate agreement for custody-related services. 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 Trustee, Certificate Registrar or Paying Agent hereunder or for any other expenses. The provisions of this Section 9.11 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.

Trustee's Compensation and Expenses. The Trustee Trustee, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date an amount equal to the Trustee's compensation for such Distribution Date pursuant earnings on or investment income with respect to Section 5.02(a)funds in the Certificate Account, if any. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any claims, damage, loss, liability or expense (including reasonable attorney's fees) (a) incurred in connection with any claim or legal action relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance of any of the Trustee's duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee's duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Servicer and (c) arising out of the transfer of any ERISA Restricted Certificate or Residual Private Certificate not in compliance with ERISA. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or advance as may arise from the Trustee's gross negligence, bad faith or willful misconduct, the Trust shall reimburse 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 to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the Trustee intend to enter into a separate agreement for custody-related services. 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 Trustee, Certificate Registrar or Paying Agent hereunder or for any other expenses. The provisions of this Section 9.11 shall survive the termination of this Agreement or the resignation or removal of the Trustee hereunder.