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

Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable compensation for its services 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 in the performance of its duties hereunder, including, without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise 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 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 measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this 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 agreements to which the 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 indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement and shall survive the removal or resignation of the Trustee. In addition, the 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 Manager and the Interest Holders to receive distributions from the Trust Estate.

Compensation and Expenses of the Trustee. The Issuer shall, subject to the limitations contained therein, and subject to Section 10.2 hereof: (a) pay to the Trustee shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable 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) reimburse the Trustee upon its services hereunder as set forth in a separate fee agreement request for all reasonable expenses, disbursements and shall be entitled to be reimbursed advances incurred or made by the Manager Trustee in accordance with any provision of this Indenture or an Affiliate of any other agreement relating to the Manager for reasonable out-of-pocket expenses incurred Bonds to which it is a party or in complying with any request by it in the performance of its duties hereunderIssuer or any Rating Agency with respect to the Bonds, including, without limitation, including the reasonable compensation, out-of-pocket expenses and disbursements of counsel its agents and counsel, except any such other expense, disbursements or advance attributable to the Trustee’s negligence or bad faith; and (c) indemnify, defend and hold the Trustee, or its directors, employees or agents as harmless from and against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office of Trustee may employ under this Indenture, including the costs of defending itself, or its directors, employees or agents against any claim or liability in connection with the exercise and or 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 forits powers or duties hereunder or thereunder, and does hereby indemnify, protect, save and keep harmless each the provisions of this Section shall survive the Trustee’s resignation or removal. As security for the performance of the Trustee (including in its individual capacity) and its successorsobligations of the Issuer under this Section, 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 shall have a lien upon all property or measured by any compensation received by the Trustee for its services hereunder funds held or any indemnity payments received collected by the Trustee pursuant to this Section 2.4), claims, actions, suits, costs, expenses or disbursements Indenture (including legal fees other than moneys in the Non-Pledged Account and expenses) other than proceeds of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by Credit Enhancement or asserted against such Indemnified Party in any way relating to or arising out proceeds of the formationremarketing of any Bonds) for the payment of principal of, operation or termination redemption premium, if any, and interest on the Bonds. The obligations of the TrustIssuer to make the payments described in this Section shall survive discharge of this Indenture, the execution, delivery and performance of any other agreements to which the Trust is a party resignation or the action or inaction removal of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of such Indemnified Party. The indemnities contained and payment in this Section 2.4 shall survive the termination of this Trust Agreement and shall survive the removal or resignation full of the Trustee. In addition, the 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 Manager and the Interest Holders to receive distributions from the Trust EstateBonds.

Compensation and Expenses of the Trustee. (a) The Trustee, and any third party assisting the Trustee in administration of the Trust, shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable compensation for its services hereunder as set forth in a their services. The Trustee’s compensation shall be based on the separate fee agreement between the Trustee, the Company and the Bank, as may be amended from time to time. The Trustee shall be entitled to also be reimbursed by the Manager or an Affiliate of the Manager for his reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunderlegal, includingaccounting, without limitationand appraisal fees, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ charges incurred in connection with the exercise administration, management, investment and performance of its rights and duties hereunder. — Indemnification. The Manager agrees, whether or not any distribution of the transactions contemplated hereby Trust. Such compensation shall be consummated, to assume liability forpaid, and does hereby indemnifysuch reimbursement shall be made, protect, save first by the Company or the Bank and keep harmless each of then from the Trust Assets if the Company and the Bank fail to pay such compensation or reimbursement within a reasonable time. (b) The Trustee (including in its his individual capacityand trust capacities) and its his successors, assigns, legal representatives, officers, directors, agents and servants employees (each an collectively, the “Indemnified PartyParties”) shall be indemnified and held harmless by the Company and the Bank from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4)taxes, claims, actions, actions and suits, and any and all reasonable costs, expenses or and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), ) which may at any time be imposed on, incurred by by, or asserted against such any Indemnified Party in any way relating to or arising out of this Trust Agreement, the formationTrust Assets, operation or termination the administration of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party Assets or the action or inaction of the Trustee hereunder or thereunderhereunder, except for only that the Indemnified Parties shall not be entitled to indemnification from and against Expenses arising or resulting from the gross negligence or Trustee’s own willful misconduct of such Indemnified Partyor gross negligence. The indemnities contained in this Section 2.4 shall survive the resignation or termination of the Trustee or the termination of this Trust Agreement and shall survive the removal or resignation of the Trustee. In additionAgreement, the 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 claim against the Trust Estate Assets, which claim shall be prior to the rights of a Plan Participant or any creditors of the Manager and Company or the Interest Holders Bank to receive distributions from the Trust EstateAssets.

Compensation and Expenses of the Trustee. The Borrower has covenanted and agreed, pursuant to the Agreement: (a) to pay to the Trustee shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable 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 services hereunder as set forth in a separate fee agreement request for all reasonable expenses, disbursements and shall be entitled to be reimbursed advances incurred or made by the Manager Trustee in accordance with any provision of this Indenture, any other agreement relating to the Bonds to which it is a party or an Affiliate of in complying with any request by the Manager for reasonable out-of-pocket expenses incurred by it in Borrower, the performance of its duties hereunderIssuer or any Rating Service with respect to the Bonds, including, without limitation, including the reasonable compensation, out-of-pocket expenses and disbursements of counsel its agents and Counsel, except any such other agents as expense, disbursement or advance attributable to the Trustee’s [gross] negligence or bad faith; and (c) to indemnify, defend and hold the Trustee may employ 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 and or performance of its rights and duties hereunder. — Indemnification. The Manager agrees, whether or not any of its powers or duties hereunder or thereunder. In the transactions contemplated hereby shall be consummatedevent 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 assume liability for, and does hereby indemnify, protect, save and keep harmless each constitute expenses of administration under Bankruptcy Law. As security for the performance of the Trustee (including in its individual capacity) and its successorsobligations of the Borrower under this Section, 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 shall have a lien prior to the lien securing the Bonds, which it may exercise through a right of setoff, upon all property or measured by any compensation received by the Trustee for its services hereunder funds held or any indemnity payments received collected by the Trustee pursuant to this Section 2.4Indenture (other than moneys in the Rebate Fund), 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 . The obligations of the formation, operation or termination Borrower to make the payments described in this Section shall survive discharge of the Trustthis Indenture, the execution, delivery and performance of any other agreements to which the Trust is a party resignation or the action or inaction removal of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of such Indemnified Party. The indemnities contained and payment in this Section 2.4 shall survive the termination of this Trust Agreement and shall survive the removal or resignation full of the Trustee. In addition, the 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 Manager and the Interest Holders to receive distributions from the Trust EstateBonds.

Compensation and Expenses of the Trustee. (a) The Trustee, and any third party assisting the Trustee in administration of the Trust, shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable compensation for its services hereunder as set forth in a their services. The Trustee’s compensation shall be based on the separate fee agreement between the Trustee and the Bank, as may be amended from time to time. The Trustee shall be entitled to also be reimbursed by the Manager or an Affiliate of the Manager for its reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunderlegal, includingaccounting, without limitationand appraisal fees, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ charges incurred in connection with the exercise administration, management, investment and performance of its rights and duties hereunder. — Indemnification. The Manager agrees, whether or not any distribution of the transactions contemplated hereby Trust. Such compensation shall be consummated, to assume liability forpaid, and does hereby indemnifysuch reimbursement shall be made, protect, save first by the Bank and keep harmless each of then from the Trust Assets if the Bank fails to pay such compensation or reimbursement within a reasonable time. (b) The Trustee (including in its individual capacityand trust capacities) and its officers, directors, affiliates, successors, assigns, legal representatives, officers, directors, agents and servants (each an collectively, the “Indemnified PartyParties”) shall be indemnified and held harmless by the Bank from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4)taxes, claims, actions, actions and suits, and any and all reasonable costs, expenses or and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), ) which may at any time be imposed on, incurred by by, or asserted against such any Indemnified Party in any way relating to or arising out of this Trust Agreement, the formationTrust Assets, operation or termination the administration of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party Assets or the action or inaction of the Trustee hereunder or thereunderhereunder, except for only that the Indemnified Parties shall not be entitled to indemnification from and against Expenses arising or resulting from the gross negligence or its own willful misconduct of such Indemnified Partyor gross negligence. The indemnities contained in this Section 2.4 shall survive the resignation or termination of the Trustee or the termination of this Trust Agreement and shall survive the removal or resignation of the Trustee. In additionAgreement, the 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 claim against the Trust Estate Assets, which claim shall be prior to the rights of a Plan Participant or any creditors of the Manager and the Interest Holders Bank to receive distributions from the Trust EstateAssets.

Compensation and Expenses of the Trustee. The Company agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to receive from in writing between the Manager Company and the Trustee (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or an Affiliate reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the Manager provisions of this Indenture, any Board Resolution, any Officer’s Certificate or any supplemental Indenture (including the reasonable compensation for its services 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 in the performance of its duties hereunder, including, without limitation, the reasonable compensation, out-of-pocket fees and expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such other agents expense, disbursement or advance as may arise from the Trustee’s negligence, willful misconduct or bad faith. The Company also agrees to indemnify the Trustee may employ or any predecessor Trustee for, and to hold it harmless against, any and all losses, damages, claims, liabilities or expenses (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of the Trustee or such predecessor Trustee and arising out of or in connection with the exercise and acceptance or administration of this trust or the performance of its rights and duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in the premises. — IndemnificationWhen the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(e) or 7.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The Manager agrees, whether or not any provisions 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 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 measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this 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 agreements to which the 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 indemnities contained in this Section 2.4 8.06 shall survive the termination of this Trust Agreement and shall survive the removal or resignation of the Trustee. In addition, the 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 Manager and the Interest Holders to receive distributions from the Trust EstateIndenture.

Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Manager or an Affiliate of the Manager reasonable compensation for its services 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 in the performance of its duties hereunder, including, without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise 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 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 measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this 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 agreements to which the 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 indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement and shall survive the removal or resignation of the Trustee. In addition, the 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 Manager and the Interest Holders to receive distributions from the Trust Estate.