Payment of Trustee's Fees. The Trustee shall withdraw from the Certificate Account on each Distribution Date and pay to itself the Trustee's Fee. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) in connection with the acceptance or administration of its trusts hereunder or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder all such amounts shall be payable from funds in the Custodial Account as provided in Section 3.11. The provisions of this Section 8.05 shall survive the termination of this Agreement. The Master Servicer shall indemnify the Trustee and any director, officer, employee or agent of the Trustee against any loss, liability or expense that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of its duties hereunder.
Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except to the extent otherwise provided in this Section, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include costs and expenses relating to claims or legal actions nor salaries paid to employees, or allocable overhead, of the Trustee, or expenses, disbursements and advances incurred by or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel except as provided in Section 9.05(b)) in the ordinary course of the Trustee's performance in accordance with the provisions of this Agreement) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f).
Payment of Trustee's Fees. The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability, claims and expenses (including reasonable attorneys' fees) in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of the Trustee's willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(e). The provisions of this Section 9.05 shall survive the termination of this Agreement and the removal or resignation of the Trustee. 101 The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or gross negligence in the performance of the Master Servicer's duties hereunder.
Payment of Trustee's Fees. The Company agrees that it will pay the Trustee its customary fees for acting as Trustee under the Indenture and that it will reimburse the Trustee for its ordinary and necessary expenses incurred in carrying out the terms of the Indenture. Such fees and reimbursements of expenses shall be paid upon receipt of periodic invoices therefor. In the event the Trustee is required by the terms of the Indenture or otherwise deems it necessary or advisable in fulfillment of its fiduciary responsibilities thereunder to take actions beyond those which are routinely performed by corporate trustees under similar indentures, the Company also agrees that it will pay the Trustee its reasonable fees for its services in such regard (including but not limited to legal fees and costs) and that it will reimburse the Trustee for ordinary and necessary expenses incurred in connection therewith. Such fees and reimbursements of expenses shall be paid upon receipt of invoices therefor; provided, however, that the Company may dispute (in good faith and by appropriate proceeding) the reasonableness of any such charges and during the pendency of any such dispute the Company shall not be deemed in default of the foregoing covenant by reason of its failure to have paid the portion of such charges so disputed.
Payment of Trustee's Fees. Except as paid out of the Construction Fund pursuant In Section 3.3 of this Agreement, the Company agrees to pay to or upon the order of the Trustee, during the Loan Term, (i) an amount equal to the fees of the Trustee, as Trustee, which will be payable on such dates as shall be mutually agreeable to the Trustee and the Company for the Ordinary Services of the Trustee rendered and its Ordinary Expenses incurred under the Indenture, (ii) the reasonable fees, charges and expenses of the. Trustee, as Bond Registrar and Paying Agent (including any charges imposed with respect to the transfer of registration or exchange of Bonds), and of Paying Agents on the Bonds for acting as Paying Agents as provided in the Indenture, as and when the same become due, and (iii) the reasonable fees, charges and expenses of the Trustee for Extraordinary Services rendered and Extraordinary Expenses incurred by it under the Indenture, as and when the same become due; provided that the Company may contest in good faith the necessity for any such Extraordinary Services and Extraordinary Expenses and the reasonableness of any such fees, charges or expenses (so long as such action shall not impair the agreements of the Company contained in this Section 5.4), and such contest or action shall not constitute a default or an Event of Default hereunder. If the Company should fail to make any of the payments required in this Section, the item or installment which the Company has failed to make shall continue as an obligation of the Company until the same shall have been fully paid, and the Company agrees to pay the same with interest thereon at the Interest Rate for Advances until paid in full.
Payment of Trustee's Fees. The Master 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 trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and the Master Servicer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement, or advance as may arise from its negligence or bad faith. The Master Servicer covenants and agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee against any losses, liabilities, damages, claims or expenses (including reasonable legal fees and such related expenses) that may be sustained by the Trustee in connection with this Agreement related to the willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder.
Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability, cost or expense (including reasonable legal fees and related expenses) incurred in connection with the acceptance or administration of its trusts hereunder or the Certificates (including such costs and expenses incurred in connection with any Event of Default, breach of this Agreement or claim or legal action, including pending or threatened claims) other than any loss, liability, cost or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of the Trustee's reckless disregard of its obligations and duties hereunder. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). 103
Payment of Trustee's Fees. The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability, claims and expenses (including reasonable attorneys' fees) in connection with any Event of
Payment of Trustee's Fees. In the event the Debtor does not pay the Trustee's Fees, each Beneficiary (other than the Trustee) agrees to pay the Trustee's Fees ratably in accordance with the proportion of the Secured Debt held by such Beneficiary or, if there has been any recovery of the Secured Debt, in accordance with the proportion of (a) the Secured Debt recovered by such Beneficiary to (b) the aggregate amount of Secured Debt recovered by all Beneficiaries.
Payment of Trustee's Fees. (a) The Trustee shall withdraw from each of the Group I and Group II Certificate Accounts on each Distribution Date and pay to itself the Trustee's Fee. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability or "unanticipated out-of-pocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) in connection with the acceptance or administration of its trusts hereunder or the Certificates, or its performance under the Insurance Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder or under the Insurance Agreement or by reason of the Trustee's reckless disregard of its obligations and duties hereunder or under the Insurance Agreement. All such amounts shall be payable from funds in the Certificate Accounts as provided in Section 6.02(f). 101
