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

Trustee's Compensation and Reimbursement. The Trustee shall be entitled to receive, on each Distribution Date, the Trustee Fee for such Distribution Date, pursuant to Section 6.01, as compensation 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. Upon the resignation or removal of the Trustee, the Trustee shall only be entitled to its Trustee Fees accrued up to the time of such resignation or removal and shall thereafter not be entitled to any additional Trustee Fees. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section shall survive the termination or assignment of this Agreement and the resignation or removal of the Trustee herein. The Trust Fund agrees to indemnify the Trustee and each of its directors, officers, employee and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of, or in connection with, the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder; provided, however that unless a Certificate Insurer Default exists, the Trustee shall notify the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights of the Trustee to indemnification) and such indemnification of the Trustee out of the Distribution Account and in accord with the provisions set forth in Section 6.01 shall be preconditioned on the Trustee's duty (i) to allow the Certificate Insurer to control the defense or settlement of any such action and (ii) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (a) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such action, the Trustee shall have the right to act on its own in defending the action until such time as the Certificate Insurer assumes control of the defense, (b) the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (c) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification or the Trustee would not be fully released from liability with respect to such action as a result of such settlement; and provided, further, however, that if in the good faith judgment of the Trustee any such claims involve issues or matters as to which the Trustee reasonably determines that the interests of the Trustee or any Certificateholder (other than the Class A Certificateholders) may be in addition to or differ from the interests of the Certificate Insurer, the Trustee shall be entitled to indemnification of costs and expenses of the defense of such additional or differing claims without any precondition to allow the Certificate Insurer to control the defense of such claims and the Certificate Insurer shall have no right to control the defense or settlement of any such claims. Any amounts payable to the Trustee and its directors, officers, employees or agents, in respect of indemnification provided by this paragraph, or pursuant to any other right of reimbursement pursuant to this Agreement that the Trustee and its agents may have hereunder in its capacity as such may be withdrawn by the Trustee from the Distribution Account and paid to the itself, or its agents, at any time pursuant to Section 6.01. .

Trustee's Compensation and Reimbursement. The Trustee shall be entitled to receive, on each Distribution Date, the Trustee Fee for such Distribution Date, pursuant to Section 6.016.01(a)(i), as compensation 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. Upon the resignation or removal of the Trustee, the Trustee shall only be entitled to its Trustee Fees accrued up to the time of such resignation or removal and shall thereafter not be entitled to any additional Trustee Fees. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section shall survive the termination or assignment of this Agreement and the resignation or removal of the Trustee herein. The Trust Fund agrees to indemnify the Trustee and each of its directors, officers, employee and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of, or in connection with, the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder; provided, however that unless a Certificate Insurer Default exists, the Trustee shall notify the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights of the Trustee to indemnification) and such indemnification of the Trustee out of the Distribution Certificate Account and in accord with the provisions set forth in Section 6.01 shall be preconditioned on the Trustee's duty (i) to allow the Certificate Insurer to control the defense or settlement of any such action and (ii) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (a) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such action, the Trustee shall have the right to act on its own in defending the action until such time as the Certificate Insurer assumes control of the defense, (b) the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (c) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification or the Trustee would not be fully released from liability with respect to such action as a result of such settlement; and provided, further, however, that if in the good faith judgment of the Trustee any such claims involve issues or matters as to which the Trustee reasonably determines that the interests of the Trustee or any Certificateholder (other than the Class A Certificateholders) may be in addition to or differ from the interests of the Certificate Insurer, the Trustee shall be entitled to indemnification of costs and expenses of the defense of such additional or differing claims without any precondition to allow the Certificate Insurer to control the defense of such claims and the Certificate Insurer shall have no right to control the defense or settlement of any such claims. .. Any amounts payable to the Trustee and its directors, officers, employees or agents, in respect of indemnification provided by this paragraph, or pursuant to any other right of reimbursement pursuant to this Agreement from the Certificate Account that the Trustee and its agents may have hereunder in its capacity as such may be withdrawn by the Trustee from the Distribution Certificate Account and paid to the itself, or its agents, at any time subject to a maximum amount of $100,000 in any calendar year pursuant to Section 6.015.02(vii). Any such amounts due to the Trustee, or its agents, in excess of $100,000 in such calendar year shall be reimbursable to the Trustee pursuant to Section 6.01(a)(x).

Trustee's Compensation and Reimbursement. (a) The Trustee shall be entitled Transferor and NAFCO jointly and severally agree: (i) to receive, on each Distribution Date, pay the Trustee Fee for such Distribution Datecompensation in any amount computed in accordance with the Trustee's fee schedule attached hereto as Schedule 2 (which compensation shall not be limited by any provision of law relating to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, pursuant to Section 6.01, as compensation reimburse the Trustee upon its request for all services rendered reasonable expenses, disbursements and advances (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders) incurred or made 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. Upon the resignation or removal of the Trustee, the Trustee shall only be entitled to its Trustee Fees accrued up to the time of such resignation or removal and shall thereafter not be entitled to in accordance with any additional Trustee Fees. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section shall survive the termination or assignment provision of this Agreement (including the reasonable compensation and the resignation expenses and disbursements of its agents and counsel), except any such expense, disbursement or removal of the Trustee herein. The Trust Fund agrees advance as may be attributable to its negligence or willful misconduct; and (iii) to indemnify the Trustee and each of its officers, directors, officers, employee employees and agents for, and to hold them harmless against, any loss, liability liability, expense or expense tax (but not including taxes measured by income or revenues) incurred without negligence or bad faith willful misconduct on their part, arising out of, of or in connection with, with (A) the acceptance of the Trustee's duties under, or administration of the Trust Estate in accordance with the terms of, this trustAgreement, including the costs and expenses of defending counsel to defend themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder; provided, however that unless a Certificate Insurer Default exists, or (B) the Trustee shall notify Transferor's violation of any federal or state securities laws in connection with the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights offering and sale of the Trustee Certificates, provided that: 77 (A) with respect to indemnification) and such indemnification of the Trustee out of the Distribution Account and in accord with the provisions set forth in Section 6.01 shall be preconditioned on the Trustee's duty (i) to allow the Certificate Insurer to control the defense or settlement of any such action and (ii) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (a) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such actionclaim, the Trustee shall have given the right to act on Transferor written notice thereof promptly after the Trustee shall have knowledge thereof; (B) while maintaining absolute control over its own in defending defense, the action until such time as the Certificate Insurer assumes control Trustee shall, unless its interests are adverse to that of the Transferor, cooperate and consult fully with the Transferor in preparing such defense; (C) notwithstanding any other provision of this Section (a) the Transferor shall not be liable for settlement of any such claim by the Trustee entered into without the prior written consent of the Transferor; and (D) the Trustee and its agents, as a group, shall be entitled to counsel separate from the Transferor to the extent the Transferor's interests are adverse to the Trustee's or the interests of such agents (to be determined in the sole discretion of the Trustee). (b) Notwithstanding that the Transferor and NAFCO agree to pay the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (c) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification or the Trustee would not be fully released from liability with respect to such action as a result of such settlement; and provided, further, however, that if amounts set forth in the good faith judgment of the Trustee any such claims involve issues or matters as to which the Trustee reasonably determines that the interests of the Trustee or any Certificateholder (other than the Class A Certificateholders) may be in addition to or differ from the interests of the Certificate InsurerSection 8.11(a), the Trustee shall be entitled distribute to indemnification of costs and expenses of the defense of such additional or differing claims without any precondition to allow the Certificate Insurer to control the defense of such claims and the Certificate Insurer shall have no right to control the defense or settlement of any such claims. Any amounts payable to the Trustee and itself its directors, officers, employees or agents, fee described in respect of indemnification provided by this paragraph, or pursuant to any other right of reimbursement pursuant to this Agreement that the Trustee and its agents may have hereunder in its capacity as such may be withdrawn by the Trustee from the Distribution Account and paid to the itself, or its agents, at any time Section 8.11(a)(i) pursuant to Section 6.013.11(b) and Section 4.01 and shall distribute to itself its expenses and amounts described in Section 8.11(a)(ii) and (iii) pursuant to Section 4.01. To the extent that amounts are available to pay the Trustee as provided herein, the Transferor and NAFCO shall not be liable to the Trustee. To the extent that amounts are not available to pay the Trustee as provided herein, NAFCO, whether or not it then is acting as Master Servicer, shall pay the Trustee such amounts.

Trustee's Compensation and Reimbursement. The Trustee shall be entitled to receive, on each Distribution Date, the Trustee Fee for such investment earnings on the Distribution Date, Account pursuant to Section 6.016.01(c) hereof, as compensation 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. Upon the resignation or removal of the Trustee, the Trustee shall only be entitled to its Trustee Fees accrued up to the time of such resignation or removal and shall thereafter not be entitled to any additional Trustee Fees. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section shall survive the termination or assignment of this Agreement and the resignation or removal of the Trustee herein. The Trust Fund agrees to indemnify the Trustee and each of its directors, officers, employee and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of, or in connection with, the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder; provided, however that unless a Certificate Insurer Default existshowever, the Trustee shall notify the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights of the Trustee to indemnification) and such indemnification of the Trustee out of the Distribution Account and in accord with the provisions set forth in Section 6.01 shall be preconditioned on the Trustee's duty (i) to allow the Certificate Insurer to control the defense or settlement of any such action and (ii) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (a) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such action, the Trustee shall have the right to act on its own in defending the action until such time as the Certificate Insurer assumes control of the defense, (b) the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (c) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification or the Trustee would not be fully released from liability with respect to such action as a result of such settlement; and provided, further, however, that if in the good faith judgment of the Trustee any such claims involve issues or matters as to which the Trustee reasonably determines that the interests of the Trustee or any Certificateholder (other than the Class A Certificateholders) may be in addition to or differ from the interests of the Certificate Insurer, the Trustee shall be entitled to indemnification of costs and expenses of the defense of such additional or differing claims without any precondition to allow the Certificate Insurer to control the defense of such claims and the Certificate Insurer shall have no right to control the defense or settlement of any such claims. Any amounts payable to the Trustee and its directors, officers, employees or agents, in respect of indemnification provided by this paragraph, or pursuant to any other right of reimbursement pursuant to this Agreement that the Trustee and its agents may have hereunder in its capacity as such may be withdrawn by the Trustee from the Distribution Account and paid to the itself, or its agents, at any time pursuant to Section 6.01. .

Trustee's Compensation and Reimbursement. (a) The Trustee shall be entitled Transferor and NAFCO jointly and severally agree: (i) to receive, on each Distribution Date, pay the Trustee Fee for such Distribution Datecompensation in any amount computed in accordance with the Trustee's fee schedule attached hereto as Schedule 2 (which compensation shall not be limited by any provision of law relating to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, pursuant to Section 6.01, as compensation reimburse the Trustee upon its request for all services rendered reasonable expenses, disbursements and advances (including, without limitation, expenses incurred in connection with notices or other communications to Certificateholders) incurred or made 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. Upon the resignation or removal of the Trustee, the Trustee shall only be entitled to its Trustee Fees accrued up to the time of such resignation or removal and shall thereafter not be entitled to in accordance with any additional Trustee Fees. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section shall survive the termination or assignment provision of this Agreement (including the reasonable compensation and the resignation expenses and disbursements of its agents and counsel), except any such expense, disbursement or removal of the Trustee herein. The Trust Fund agrees advance as may be attributable to its negligence or willful misconduct; and (iii) to indemnify the Trustee and each of its officers, directors, officers, employee employees and agents for, and to hold them harmless against, any loss, liability liability, expense or expense tax (but not including taxes measured by income or revenues) incurred without negligence or bad faith willful misconduct on their part, arising out of, of or in connection with, with (A) the acceptance of the Trustee's duties under, or administration of the Trust Estate in accordance with the terms of, this trustAgreement, including the costs and expenses of defending counsel to defend themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder; provided, however that unless a Certificate Insurer Default exists, or (B) the Trustee shall notify Transferor's violation of any federal or state securities laws in connection with the Certificate Insurer of such legal action (provided that the failure to notify the Certificate Insurer shall not waive the rights offering and sale of the Trustee Certificates, provided that: (A) with respect to indemnification) and such indemnification of the Trustee out of the Distribution Account and in accord with the provisions set forth in Section 6.01 shall be preconditioned on the Trustee's duty (i) to allow the Certificate Insurer to control the defense or settlement of any such action and (ii) to allow the Certificate Insurer to direct the Trustee with respect thereto; provided, further, that (a) if the Certificate Insurer does not assume control of the defense of any such action within a reasonable period of time after the filing of such actionclaim, the Trustee shall have given the right to act on Transferor written notice thereof promptly after the Trustee shall have knowledge thereof; (B) while maintaining absolute control over its own in defending defense, the action until such time as the Certificate Insurer assumes control Trustee shall, unless its interests are adverse to that of the Transferor, cooperate and consult fully with the Transferor in preparing such defense; (C) notwithstanding any other provision of this Section 8.11(a) the Transferor shall not be liable for settlement of any such claim by the Trustee entered into without the prior written consent of the Transferor; and (D) the Trustee and its agents, as a group, shall be entitled to counsel separate from the Transferor to the extent the Transferor's interests are adverse to the Trustee's or the interests of such agents (to be determined in the sole discretion of the Trustee). (b) Notwithstanding that the Transferor and NAFCO agree to pay the Trustee along with the Certificate Insurer shall have the right to consent to any counsel hired to defend the Trustee (which consent of the Trustee shall not be unreasonably withheld) and (c) the Trustee along with the Certificate Insurer shall have the right to consent to any settlement if the amount of such settlement is less than full indemnification or the Trustee would not be fully released from liability with respect to such action as a result of such settlement; and provided, further, however, that if amounts set forth in the good faith judgment of the Trustee any such claims involve issues or matters as to which the Trustee reasonably determines that the interests of the Trustee or any Certificateholder (other than the Class A Certificateholders) may be in addition to or differ from the interests of the Certificate InsurerSection 8.11(a), the Trustee shall be entitled distribute to indemnification of costs and expenses of the defense of such additional or differing claims without any precondition to allow the Certificate Insurer to control the defense of such claims and the Certificate Insurer shall have no right to control the defense or settlement of any such claims. Any amounts payable to the Trustee and itself its directors, officers, employees or agents, fee described in respect of indemnification provided by this paragraph, or pursuant to any other right of reimbursement pursuant to this Agreement that the Trustee and its agents may have hereunder in its capacity as such may be withdrawn by the Trustee from the Distribution Account and paid to the itself, or its agents, at any time Section 8.11(a)(i) pursuant to Section 6.013.11(b) and Section 4.01 and shall distribute to itself its expenses and amounts described in Section 8.11(a)(ii) and (iii) pursuant to Section 4.01. To the extent that amounts are available to pay the Trustee as provided herein, the Transferor and NAFCO shall not be liable to the Trustee. To the extent that amounts are not available to pay the Trustee as provided herein, NAFCO, whether or not it then is acting as Servicer, shall pay the Trustee such amounts.