Trustee’s Fees and Expenses; Indemnification. The Trustee shall be entitled to receive from time to time pursuant to this Indenture and the Trustee Fee Letter, (a) such compensation as shall be agreed to between the Issuer and the Trustee (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 powers and duties hereunder as the Trustee and to be reimbursed for its out-of-pocket expenses (including reasonable attorneys’ fees), incurred or paid in establishing, administering and carrying out its duties under this Indenture or the Collateral Agency Agreement and (b) subject to Section 10.3, the Issuer and the Servicer agree, jointly and severally, to pay, reimburse, indemnify and hold harmless the Trustee (without reimbursement from any Account or otherwise) upon its request for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including without limitation fees, expenses and disbursements of counsel) which may at any time (including without limitation at any time following the termination of this Indenture and payment on account of the Notes) be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Indenture, the Collateral Agency Agreement or any other Transaction Document to which the Trustee is a party or the transactions contemplated hereby or any action taken or omitted by the Trustee under or in connection with any of the foregoing except for those liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence, reckless disregard of its duties, bad faith or willful misconduct of the Trustee and except that if the Trustee is appointed Successor Servicer pursuant to Section 12.2, the provisions of this Section 13.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The agreements in this Section 13.5 shall survive the termination of this Indenture, the resignation or removal of the Trustee and all amounts payable on account of the Notes. Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind what...
Trustee’s Fees and Expenses; Indemnification. The Servicer in a separate agreement (the "FEE LETTER") has covenanted and agreed to pay to the Trustee, and the Trustee shall be entitled to, certain annual fees (the "ANNUAL TRUSTEE'S FEE") (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, including services as Backup Servicer, rendered by it in the execution of the trusts created by this Agreement and in the exercise and performance of any of the powers and duties under this Agreement of the Trustee. To the extent not covered by ARTICLE IX, the Depositor and the Servicer shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all costs, expenses (including legal fees and expenses), losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance of the performance of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability is due to the bad faith or gross negligence (except for errors in judgment) of the Trustee or the Backup Servicer, respectively. In addition, the Servicer in SECTION 9.1 has agreed to indemnify the Trustee with respect to certain matters, and the Certificateholders in their individual capacity under SECTION 11.3(C) or (D) may agree to indemnify the Trustee under certain circumstances. The provisions of this SECTION 11.6 shall (i) not be in limitation of the Fee Letter entered into in connection with this Agreement between the Servicer and the Trustee (ii) shall not terminate or be deemed released upon the resignation or termination of [____________________] as the Servicer, or the resignation or termination of the Trustee or the Backup Servicer and (iii) shall survive any termination of this Agreement.
Trustee’s Fees and Expenses; Indemnification. (a) The Pledgor agrees to pay upon demand to the Trustee the amount of any and all out-of-pocket expenses, including the fees, disbursements and other charges of its counsel (including allocated costs of internal counsel and costs of settlement) and of any experts or agents, that the Trustee may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Trustee hereunder or (iv) the failure of the Pledgor to perform or observe any of the provisions hereof.
Trustee’s Fees and Expenses; Indemnification. (a) The Trustee will disburse to itself pursuant to Section 4.05(a)(iv) and Section 4.05(b)(iv), to the extent funds are available therefor, the Trustee Fee 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.
Trustee’s Fees and Expenses; Indemnification. (a) The Trustee shall withdraw from the Distribution Account on each Distribution Date the Trustee Fee. In addition, all income and gain realized from any investment of funds in the Distribution Account shall be for the benefit of the Trustee as additional compensation. In addition, the Trustee will be entitled to recover from the Distribution Account pursuant to Section 4.07 all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee in connection with the performance of its duties and obligations hereunder or under any related documents, any Servicer Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct. If funds in the Distribution Account are insufficient therefor, the Trustee shall recover such expenses from the Seller. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. The rights of the Trustee under this Section 9.05 shall survive the termination of this Agreement and the resignation or removal of the Trustee.
Trustee’s Fees and Expenses; Indemnification. (1) The Trustee shall be paid by the Company as compensation for its services hereunder such fees as have been separately agreed upon from time to time by the Company and the Trustee, and the Trustee shall be entitled to be reimbursed by the Company for its reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may reasonably employ in connection with the exercise and performance of its rights and its duties hereunder and any investigation in connection therewith.
Trustee’s Fees and Expenses; Indemnification. (a) The Certificate Administrator shall not be obligated to pay the Trustee's fees or reimburse its expenses hereunder. The Trustee hereby acknowledges that it shall be paid and reimbursed for such fees and expenses pursuant to a separate agreement to be entered between the Trustee and UBS Securities LLC.
Trustee’s Fees and Expenses; Indemnification. (a) Without in anyway limiting any other reimbursement obligations contained under the Indenture, the Mxxxxxxxx agrees to pay upon demand to the Trustee the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Trustee may incur in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Property, (ii) the exercise, enforcement or protection of any of the rights of the Trustee hereunder or (iii) the failure of the Mortgagor to perform or observe any of the provisions hereof.
Trustee’s Fees and Expenses; Indemnification. (a) As compensation for its duties hereunder, the Trustee shall be reimbursed for Eligible Expenses by the Operating Partnership or pursuant to such other arrangements as may be satisfactory to the Trustee. Failure by the Operating Partnership to reimburse the Trustee, or failure of such other arrangements to result in the reimbursement of
Trustee’s Fees and Expenses; Indemnification. (a) The Trustee shall be paid by Yorkshire Group as compensation for its services hereunder such fees as have been separately agreed upon from time to time by Yorkshire Group and the Trustee, and the Trustee shall be entitled to be reimbursed by Yorkshire Group for its reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may reasonably employ in connection with the exercise and performance of its rights and its duties hereunder and any investigation in connection therewith.
