Common use of Compensation and Expenses of the Trustee Clause in Contracts

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant to the Agreement: (a) to pay to the Trustee compensation for all services rendered by it hereunder and under the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to from time to time, and, subsequent to default, in accordance with the Trustee’s then-current fee schedule for default administration (the entirety of which compensation shall not be limited by any provision of law regarding compensation of a trustee of an express trust); (b) 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 Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service with respect to the Bonds, including the reasonable compensation, expenses and disbursements of its agents and Counsel, except any such expense, disbursement or advance attributable to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold the Trustee harmless from and against any loss, liability or expense incurred without [gross] negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee under this Indenture and the Loan Documents, including the costs of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder. In the event the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrower, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Section, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property or funds held or collected by the Trustee pursuant to this Indenture (other than moneys in the Rebate Fund). The obligations of the Borrower to make the payments described in this Section shall survive discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the Bonds.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant Trustee shall be entitled to receive from the Agreement: (a) to pay to Manager or an Affiliate of the Trustee Manager reasonable compensation for all its services rendered hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Manager or an Affiliate of the Manager for reasonable out-of-pocket expenses incurred by it hereunder and under in the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to from time to timeperformance of its duties hereunder, andincluding, subsequent to defaultwithout limitation, in accordance with the Trustee’s then-current fee schedule for default administration (the entirety of which compensation shall not be limited by any provision of law regarding compensation of a trustee of an express trust); (b) 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 Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service with respect to the Bonds, including the reasonable compensation, out-of-pocket expenses and disbursements of its counsel and such other agents and Counsel, except any such expense, disbursement or advance attributable to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold as the Trustee harmless from and against any loss, liability or expense incurred without [gross] negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee under this Indenture and the Loan Documents, including the costs of defending itself against any claim or liability may employ in connection with the exercise or and performance of its rights and duties hereunder. — Indemnification. The Manager agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless each of the Trustee (including in its powers individual capacity) and its successors, assigns, legal representatives, officers, directors, agents and servants (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or duties measured by any compensation received by the Trustee for its services hereunder or thereunder. In the event the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrower, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Section, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property or funds held or collected indemnity payments received by the Trustee pursuant to this Indenture Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against such Indemnified Party in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other than moneys in agreements to which the Rebate Fund)Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the Borrower to make the payments described indemnities contained in this Section 2.4 shall survive discharge the termination of this IndentureTrust Agreement and shall survive the removal or resignation of the Trustee. In addition, the resignation or removal Indemnified Parties shall be entitled to indemnification from the Trust Estate to the extent set forth above and to secure the same, the Trustee (including in its individual capacity) shall have a lien against the Trust Estate which shall be prior to the rights of the Trustee Manager and payment in full of the BondsInterest Holders to receive distributions from the Trust Estate.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant to the Agreement: (a) Company agrees to pay to the Trustee compensation for all services rendered by it hereunder and under the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to from time to time, andand the Trustee shall be entitled to, subsequent such compensation as shall be agreed to default, in accordance with writing between the Trustee’s then-current fee schedule for default administration Company and the Trustee (which to the entirety of which compensation extent permitted by law shall not be limited by any provision of law regarding in regard to the compensation of a trustee of an express trust); (b) to , and the Company 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 provision of the provisions of this Indenture, any other agreement relating to the Bonds to which it is a party or in complying with Board Resolution, any request by the Borrower, the Issuer Officer’s Certificate or any Rating Service with respect to the Bonds, supplemental Indenture (including the reasonable compensation, compensation and the reasonable fees and expenses and disbursements of its agents counsel and Counselof all Persons not regularly in its employ), except any such expense, disbursement or advance attributable to as may arise from the Trustee’s [gross] negligence negligence, willful misconduct or bad faith; and (c) . The Company also agrees to indemnify, defend and hold indemnify the Trustee or any predecessor Trustee for, and to hold it harmless from against, any and against any lossall losses, liability damages, claims, liabilities or expense expenses (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without [gross] negligence negligence, willful misconduct or bad faith on its part, the part of the Trustee or such predecessor Trustee and arising out of or in connection with the acceptance or administration of this trust or the office performance of Trustee under this Indenture and the Loan Documentsduties hereunder, including the reasonable costs and expenses of defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunderpremises. In the event When the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer connection with an Event of Default specified in Section 7.01(e) or the Borrower7.01(f), the expenses so incurred (including the reasonable charges and expenses of its counsel) and the compensation for the services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Sectionany applicable U.S. federal or state bankruptcy, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property insolvency or funds held or collected by the Trustee pursuant to this Indenture (other than moneys in the Rebate Fund)similar law. The obligations provisions of the Borrower to make the payments described in this Section 8.06 shall survive discharge the termination of this Indenture, the resignation or removal of the Trustee and payment in full of the Bonds.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant Trustee shall be entitled to receive from the Agreement: (a) to pay to Manager or an Affiliate of the Trustee Manager reasonable compensation for all its services rendered hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Manager or an Affiliate of the Manager for reasonable out-of-pocket expenses incurred by it hereunder and under in the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to from time to timeperformance of its duties hereunder, andincluding, subsequent to defaultwithout limitation, in accordance with the Trustee’s then-current fee schedule for default administration (the entirety of which compensation shall not be limited by any provision of law regarding compensation of a trustee of an express trust); (b) 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 Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service with respect to the Bonds, including the reasonable compensation, out-of-pocket expenses and disbursements of its counsel and such other agents and Counsel, except any such expense, disbursement or advance attributable to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold as the Trustee harmless from and against any loss, liability or expense incurred without [gross] negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee under this Indenture and the Loan Documents, including the costs of defending itself against any claim or liability may employ in connection with the exercise or and performance of its rights and duties hereunder. · Indemnification. The Manager agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless each of the Trustee (including in its powers individual capacity) and its successors, assigns, legal representatives, officers, directors, agents and servants (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or duties measured by any compensation received by the Trustee for its services hereunder or thereunder. In the event the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrower, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Section, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property or funds held or collected indemnity payments received by the Trustee pursuant to this Indenture Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against such Indemnified Party in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other than moneys in agreements to which the Rebate Fund)Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the Borrower to make the payments described indemnities contained in this Section 2.4 shall survive discharge the termination of this IndentureTrust Agreement and shall survive the removal or resignation of the Trustee. In addition, the resignation or removal Indemnified Parties shall be entitled to indemnification from the Trust Estate to the extent set forth above and to secure the same, the Trustee (including in its individual capacity) shall have a lien against the Trust Estate which shall be prior to the rights of the Trustee Manager and payment in full of the BondsInterest Holders to receive distributions from the Trust Estate.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant to the Agreement: (a) to pay to The Trustee, and any third party assisting the Trustee in administration of the Trust, shall be entitled to reasonable compensation for all services rendered by it hereunder their services. The Trustee’s compensation shall be based on the separate fee agreement between the Trustee, the Company and under the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to Bank, as may be amended from time to time. The Trustee shall also be reimbursed for his reasonable legal, andaccounting, subsequent to defaultand appraisal fees, expenses and other charges incurred in accordance connection with the Trustee’s then-current fee schedule for default administration (administration, management, investment and distribution of the entirety of which Trust. Such compensation shall not be limited paid, and such reimbursement shall be made, first by any provision of law regarding the Company or the Bank and then from the Trust Assets if the Company and the Bank fail to pay such compensation of or reimbursement within a trustee of an express trust);reasonable time. (b) to reimburse The Trustee (in his individual and trust capacities) and his successors, assigns, agents and employees (collectively, the Trustee upon its request for “Indemnified Parties”) shall be indemnified and held harmless by the Company and the Bank from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and 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 Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service with respect to the Bonds, including the reasonable compensationcosts, expenses and disbursements (including reasonable legal fees and expenses) of its agents any kind and Counselnature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising out of this Trust Agreement, the Trust Assets, the administration of the Trust Assets or the action or inaction of the Trustee hereunder, except any such expense, disbursement only that the Indemnified Parties shall not be entitled to indemnification from and against Expenses arising or advance attributable to resulting from the Trustee’s [gross] negligence own willful misconduct or bad faith; and (c) to indemnify, defend and hold gross negligence. The indemnities contained in this Section shall survive the resignation or termination of the Trustee harmless from and against any loss, liability or expense incurred without [gross] negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee under this Indenture and the Loan Documents, including the costs of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder. In the event the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrowertermination of this Trust Agreement, and to secure the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Sectionsame, the Trustee shall have a lien claim against the Trust Assets, which claim shall be prior to the lien securing the Bonds, which it may exercise through rights of a right of setoff, upon all property Plan Participant or funds held or collected by the Trustee pursuant to this Indenture (other than moneys in the Rebate Fund). The obligations any creditors of the Borrower Company or the Bank to make the payments described in this Section shall survive discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the BondsTrust Assets.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreedIssuer shall, pursuant subject to the Agreementlimitations contained therein, and subject to Section 10.2 hereof: (a) to pay to the Trustee compensation for all services rendered by it hereunder and under the other agreements relating to the Bonds to which the Trustee is a party in accordance with terms agreed to from time to time, and, subsequent to default, in accordance with the Trustee’s then-then current fee schedule for default administration (the entirety of which compensation shall not be limited by any provision of law regarding compensation of a trustee of an express trust); (b) 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, Indenture or any other agreement relating to the Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service Agency with respect to the Bonds, including the reasonable compensation, expenses and disbursements of its agents and Counselcounsel, except any such expense, disbursement disbursements or advance attributable to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold the Trustee Trustee, or its directors, employees or agents harmless from and against any loss, liability or expense incurred without [gross] negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee under this Indenture and the Loan DocumentsIndenture, including the costs of defending itself itself, or its directors, employees or agents against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder. In , and the event provisions of this Section shall survive the Trustee incurs expenses Trustee’s resignation or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrower, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Lawremoval. As security for the performance of the obligations of the Borrower Issuer under this Section, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property or funds held or collected by the Trustee pursuant to this Indenture (other than moneys in the Rebate Fund)Non-Pledged Account and other than proceeds of any Credit Enhancement or proceeds of the remarketing of any Bonds) for the payment of principal of, redemption premium, if any, and interest on the Bonds. The obligations of the Borrower Issuer to make the payments described in this Section shall survive discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the Bonds.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant to the Agreement: (a) to pay to The Trustee, and any third party assisting the Trustee in administration of the Trust, shall be entitled to reasonable compensation for all services rendered by it hereunder and under their services. The Trustee’s compensation shall be based on the other agreements relating to the Bonds to which separate fee agreement between the Trustee is a party in accordance with terms agreed to and the Bank, as may be amended from time to time. The Trustee shall also be reimbursed for its reasonable legal, andaccounting, subsequent to defaultand appraisal fees, expenses and other charges incurred in accordance connection with the Trustee’s then-current fee schedule for default administration (administration, management, investment and distribution of the entirety of which Trust. Such compensation shall not be limited paid, and such reimbursement shall be made, first by any provision of law regarding the Bank and then from the Trust Assets if the Bank fails to pay such compensation of or reimbursement within a trustee of an express trust);reasonable time. (b) to reimburse The Trustee (in its individual and trust capacities) and its officers, directors, affiliates, successors, assigns, agents and servants (collectively, the Trustee upon its request for “Indemnified Parties”) shall be indemnified and held harmless by the Bank from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and 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 Bonds to which it is a party or in complying with any request by the Borrower, the Issuer or any Rating Service with respect to the Bonds, including the reasonable compensationcosts, expenses and disbursements (including reasonable legal fees and expenses) of its agents any kind and Counselnature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising out of this Trust Agreement, the Trust Assets, the administration of the Trust Assets or the action or inaction of the Trustee hereunder, except any such expense, disbursement or advance attributable only that the Indemnified Parties shall not be entitled to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold the Trustee harmless indemnification from and against any loss, liability Expenses arising or expense incurred without [gross] negligence resulting from its own willful misconduct or bad faith on its part, arising out of gross negligence. The indemnities contained in this Section shall survive the resignation or in connection with the acceptance or administration termination of the office of Trustee under this Indenture and the Loan Documents, including the costs of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder. In the event the Trustee incurs expenses or renders services in any proceedings under Bankruptcy Law relating to the Issuer or the Borrowertermination of this Trust Agreement, and to secure the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under Bankruptcy Law. As security for the performance of the obligations of the Borrower under this Sectionsame, the Trustee shall have a lien claim against the Trust Assets, which claim shall be prior to the lien securing the Bonds, which it may exercise through rights of a right of setoff, upon all property Plan Participant or funds held or collected by the Trustee pursuant to this Indenture (other than moneys in the Rebate Fund). The obligations any creditors of the Borrower Bank to make the payments described in this Section shall survive discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the BondsTrust Assets.