Common use of Compensation and Expenses of Trustees Clause in Contracts

Compensation and Expenses of Trustees. (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee 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, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (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, willful misconduct or bad faith. (b) The Issuer will pay to the Co-Trustee the following fees for its services under this Indenture: (i) For each of the years from the second year of the trust hereunder (that is from the expiry of 12 months from the date of this Indenture) in which there are still Notes outstanding, a sum of $10,000 (referred to in this section 7.05(b) as: the “Annual Fee”). The Annual Fee will be paid to the Co-Trustee at the beginning of each year of the trust. The Annual Fee will be paid to the Co- Trustee for the period until the end of the period of the trust pursuant to the terms of this Indenture even if a receiver and/or an administrative receiver is appointed for the Issuer and/or even if the trust pursuant to this Indenture is managed under the supervision of a court. If the term of the Co-Trustee’s office has come to an end, the Co-Trustee will not be entitled to the payment of its fee from the date on which its term of office has ended. Should the term of the Co-Trustee’s office come to an end during the course of a year of the trust, the Co-Trustee will refund to the Issuer the portion of the Annual Fee paid for the months on which the it has not acted as a Co-Trustee. The Annual Fee is not payable for the first year of the trust; and (ii) The Co-Trustee is entitled to payment for the time actually spent by the Co-Trustee in connection with this Indenture and the trust hereunder prior the execution of this Indenture in the total amount of approximately $5,000; and (iii) The Co-Trustee will be entitled to the reimbursement of the reasonable expenses that it has incurred in the fulfillment of its roles and duties hereunder. Regarding expenses for an expert opinion, the Co-Trustee will give prior notice to the Issuer of its intention to request an expert opinion; and (iv) The Co-Trustee will also be entitled to additional payment to the extent that the Co-Trustee is required to take any action as a result of a default on this Indenture by the Issuer or an Event of Default. This payment will be calculated according to the time actually spent by the Co-Trustee in connection with these actions, based on an agreed hourly rate of up to $200; and (v) In the event that, due to changes in the applicable law in Israel, the Co-Trustee shall be required to perform additional reviews or prepare additional reports, the Co-Trustee shall be entitled to additional fees as shall be agreed upon by the Co-Trustee and the Issuer. Israeli Value added tax, if applicable, will be added to the payments due to the Co-Trustee hereunder and will be paid by the Issuer. The Issuer covenants and agrees to reimburse the Co-Trustee for the costs incurred by the Co-Trustee for an insurance policy providing for coverage in respect of expenses of the Co-Trustee resulting from any litigation action taken against the Co-Trustee under the competent jurisdiction of a United States court, in connection with the actions and duties of the Co-Trustee under this Indenture. (c) The Issuer also covenants to indemnify each of the Trustee and the Co-Trustee and any predecessor Trustees (or any officer, director or employee of the Trustees), in any capacity under this Indenture and its agents 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 Trustees) incurred without negligence, willful misconduct or bad faith on the part of the Trustee or the Co-Trustee or such officers, directors, employees and agent or authenticating agent, 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. For the avoidance of doubt, neither of the Trustee nor the Co-Trustee shall be denied any indemnification to which it is entitled pursuant to this Section 7.05(c) as the result of the other’s negligence, willful misconduct or bad faith. The obligation of the Issuer under this Section 7.05 shall survive the satisfaction and discharge of this Indenture. (d) When the Trustees and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(c) or (d) with respect to the Issuer occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustees. (a) The Issuer Company covenants and agrees to pay to the Trustee Trustees from time to time, time and the Trustee Trustees shall be entitled to, receive such compensation for all services rendered by it them 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 Trustees and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Trustees in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its their agents and counsel and of all Persons not regularly in its their employ) except any such expense, disbursement or advance as may arise from its negligence, shall have been caused by a Trustee’s gross negligence or willful misconduct or bad faith. (b) The Issuer will pay to the Co-Trustee the following fees for its services under this Indenture: (i) For each of the years misconduct. Any amount owing hereunder and remaining unpaid after 30 days from the second year of invoice date will bear interest at the trust hereunder (that is from then current rate charged by the expiry of 12 months from the date of this Indenture) in which there are still Notes outstanding, a sum of $10,000 (referred to in this section 7.05(b) as: the “Annual Fee”)Trustees against unpaid invoices and shall be payable upon demand. The Annual Fee will be paid to the Co-Trustee at the beginning of each year of the trust. The Annual Fee will be paid to the Co- Trustee for the period until the end of the period of the trust pursuant to the terms of this Indenture even if a receiver and/or an administrative receiver is appointed for the Issuer and/or even if the trust pursuant to this Indenture is managed under the supervision of a court. If the term of the Co-Trustee’s office has come to an end, the Co-Trustee will not be entitled to the payment of its fee from the date on which its term of office has ended. Should the term of the Co-Trustee’s office come to an end during the course of a year of the trust, the Co-Trustee will refund to the Issuer the portion of the Annual Fee paid for the months on which the it has not acted as a Co-Trustee. The Annual Fee is not payable for the first year of the trust; and (ii) The Co-Trustee is entitled to payment for the time actually spent by the Co-Trustee in connection with this Indenture and the trust hereunder prior the execution of this Indenture in the total amount of approximately $5,000; and (iii) The Co-Trustee will be entitled to the reimbursement of the reasonable expenses that it has incurred in the fulfillment of its roles and duties hereunder. Regarding expenses for an expert opinion, the Co-Trustee will give prior notice to the Issuer of its intention to request an expert opinion; and (iv) The Co-Trustee will also be entitled to additional payment to the extent that the Co-Trustee is required to take any action as a result of a default on this Indenture by the Issuer or an Event of Default. This payment will be calculated according to the time actually spent by the Co-Trustee in connection with these actions, based on an agreed hourly rate of up to $200; and (v) In the event that, due to changes in the applicable law in Israel, the Co-Trustee shall be required to perform additional reviews or prepare additional reports, the Co-Trustee shall be entitled to additional fees as shall be agreed upon by the Co-Trustee and the Issuer. Israeli Value added tax, if applicable, will be added to the payments due to the Co-Trustee hereunder and will be paid by the Issuer. The Issuer covenants and agrees to reimburse the Co-Trustee for the costs incurred by the Co-Trustee for an insurance policy providing for coverage in respect of expenses of the Co-Trustee resulting from any litigation action taken against the Co-Trustee under the competent jurisdiction of a United States court, in connection with the actions and duties of the Co-Trustee under this Indenture. (c) The Issuer Company also covenants to indemnify each of the Trustee and the Co-Trustee and Trustees or any predecessor Trustees (or any officer, director or employee of the Trustees), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, claim, demand, assessment, interest, penalty, action, suit, proceeding, damage, liability, damagecost or expense, claim or expense including taxes (other than taxes based including, without limiting the foregoing, expert, consultant and reasonable counsel fees and disbursements on the income of the Trustees) a solicitor and client basis, incurred without negligence, gross negligence or willful misconduct or bad faith on the part of the Trustee or the Co-Trustee or such Trustees, their affiliates, officers, directors, employees and agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture 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. For the avoidance of doubt, neither The obligations of the Trustee nor the Co-Trustee shall be denied any indemnification to which it is entitled pursuant to this Section 7.05(c) as the result of the other’s negligence, willful misconduct or bad faith. The obligation of the Issuer Company under this Section 7.05 shall survive the satisfaction and discharge of this Indenture. (d) When 7.06 to compensate or indemnify the Trustees and its agents to pay or reimburse the Trustees for expenses, disbursements and any authenticating agent incur expenses advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or render services after an Event of Default specified in Section 6.01(c) property held or (d) with respect collected by the Trustees, except, subject to the Issuer occurseffect of Section 6.05, the expenses and the compensation funds held in trust herewith for the services are intended benefit of the Holders of particular Notes. The Trustees’ right to constitute expenses receive payment of administration any amounts due under this Section 7.06 shall not be subordinate to any bankruptcy, insolvency or similar laws.other