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

Compensation and Expenses of Trustee and the Agents. The Issuer covenants and agrees to pay to the Trustee and the Agents from time to time, and the Trustee and the Agents shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee or Agents, and the Issuer will pay or reimburse the Trustee and Agents upon their request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee or Agents in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable 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, willful misconduct, or bad faith. The Trustee and Agents will have no obligation to act if they determine in good faith that they will incur costs for which they will not be reimbursed. The Issuer also covenants to indemnify the Trustee and Agents, any predecessor Trustee and Agents (or any officer, director or employee of the Trustee and Agents), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee or Agents) incurred without negligence, willful misconduct or bad faith on the part of the Trustee or Agents or such officers, directors or employees, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and the Agents and to pay or reimburse the Trustee and the Agents for their reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes and the Issuer upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and shall continue for the benefit of the Trustee or any Agent notwithstanding its resignation or retirement. No Agent or Trustee will be liable for any consequential or indirect loss of any kind. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee and the Agents. The Issuer covenants and agrees to pay to the Trustee and the Agents from time to time, and the Trustee and the Agents shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee or Agents, and the Issuer will pay or reimburse the Trustee and Agents upon their request for all reasonable expenses, disbursements and advances properly reasonably incurred or made by the Trustee or Agents in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable 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, willful misconduct, or bad faith. The Trustee and Agents will have no obligation to act if they determine in good faith that they will incur costs for which they will not be reimbursed. The Issuer also covenants to indemnify the Trustee and Agents, any predecessor Trustee and Agents (or any officer, director or employee of the Trustee and Agents), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee or Agents) incurred without negligence, willful misconduct or bad faith on the part of the Trustee or Agents or such officers, directors or employees, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and the Agents and to pay or reimburse the Trustee and the Agents for their reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes and the Issuer upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and shall continue for the benefit of the Trustee or any Agent notwithstanding its resignation or retirement. No Agent or Trustee will be liable for any consequential or indirect loss of any kind. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee and the Agents. The Issuer covenants and agrees to pay to the Trustee and the Agents from time to time, and the Trustee and the Agents shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee or Agents, and the Issuer will pay or reimburse the Trustee and Agents upon their request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee or Agents in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable 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, willful misconduct, or bad faith. The Trustee and Agents will have no obligation to act if they determine in good faith that they will incur costs for which they will not be reimbursed. The Issuer also covenants to indemnify the Trustee and Agents, any predecessor Trustee and Agents (or any officer, director or employee of the Trustee and Agents), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee or Agents) incurred without negligence, willful misconduct or bad faith on the part of the Trustee or Agents or such officers, directors or employees, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and the Agents and to pay or reimburse the Trustee and the Agents for their reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes and the Issuer upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and shall continue for the benefit of the Trustee or any Agent notwithstanding its resignation or retirement. No Agent or Trustee will be liable for any consequential or indirect loss of any kind. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(f), 6.01(f6.01(g) or 6.01(g6.01(h) with respect to the Issuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.