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

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend defend, and hold harmless the Trustee and any of the officers, directors, employees employees, and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes taxes, and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation operation, or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which that are a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “"Indemnified Persons”") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “"Liabilities”"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. (a) The Depositor hereby agrees Trustee shall be entitled to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee reasonable compensation for its services and reimbursement for all reasonable expenses (its advances and expenditures hereunder, including reasonable but not limited to advances to and fees and expenses of counsel accountants, agents, appraisers, consultants, counsels or other experts employed by it in the observance and other experts) performance of its rights and (iii) indemnifyobligations hereunder. Following the occurrence and continuance of an Event of Default, defend and hold harmless the Trustee shall have a lien prior in right to the Owners of the Bonds for such compensation or reimbursement against the Trust Estate generally and any money held by it in any of the officersfunds established hereunder, directorsother than the Series 1999C Bond Account, employees the Series 1999D Bond Account and agents the Retail Rate Litigation Proceeds Fund. The Trustee may also take whatever legal actions are available to it directly against the Company to recover such compensation or reimbursement. The Trustee’s compensation in the absence of an Event of Default has been established by a letter agreement between the Company and the Trustee. (b) Notwithstanding any provision of the Indenture to the contrary, the Trustee (shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the “Indemnified Persons”) from execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all lossesliability. The Trustee may, damagesnevertheless, liabilitiesbegin suit, claimsor appear in and defend suit, actionsor do anything else in its judgment proper to be done by it as such Trustee, suitswithout indemnity, costs, and in such case the Trustee may reimburse itself from the Revenues pursuant to Section 5.04(b) for all costs and expenses, disbursements (including the reasonable outlays and counsel fees and expenses of counsel)other reasonable disbursements properly incurred in connection therewith. If such Revenues shall be insufficient for the purpose, taxes and penalties of the Trustee may reimburse itself from any kind and nature whatsoever (collectively, “Liabilities”), to moneys in its possession under the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance provisions of this Trust AgreementIndenture, excepting only those set aside in the Bond Fund, the creationRedemption Fund, operation or termination and the Tax Equalization Fund for the benefit of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result Owners of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person Bonds, and shall be entitled to a preference therefor over any of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust AgreementBonds outstanding hereunder.

Compensation and Indemnification of the Trustee. Section 8.1 The Depositor Trust hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees be primary obligor and expenses of counsel and other experts) and (iii) shall indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees employees, affiliates and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including reasonable legal fees and expenses in connection with enforcement of its rights to indemnity hereunder and including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “LiabilitiesExpenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor Trust shall not be required to indemnify any Indemnified Person for any Liabilities Expenses which are a result of the willful misconduct misconduct, bad faith or gross negligence of such an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith violation by such or gross negligence of an Indemnified Person of the implied contractual covenant of good faith and fair dealingPerson. To the fullest extent permitted by law, Liabilities Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor Sponsor prior to the final disposition of any matter upon receipt by the Depositor Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This In addition, the Sponsor shall (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee and (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts). Notwithstanding the foregoing, the Trust may incur certain extraordinary, nonrecurring expenses of the Trust that are not borne by the Sponsor, including the cost of indemnifying the Custodian in the event of losses resulting from a Digital Asset Network Fork pursuant to the terms of the Trust Custody Agreement among the Sponsor, the Trust and the Custodian. Section 8.2 As security for any amounts owing to the Trustee hereunder, the Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Sponsor or any other beneficial owner of the Trust. The obligations of the Sponsor and the Trust to indemnify the Indemnified Persons under this Section 8.2 shall survive the termination of the Trust and the this Trust Agreement.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (i) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result of the willful wilful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees to (ia) compensate the Trustee in accordance with a separate fee agreement with the Trustee, (iib) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iiic) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counselcounsel and including costs of enforcement of the Depositor’s obligations hereunder), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses Liabilities arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Liabilities which are a result of the willful misconduct or gross negligence of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreement.

Compensation and Indemnification of the Trustee. (a) The Depositor hereby agrees Trustee shall be entitled to, and the Company shall pay to the Trustee, an annual trustee fee equal to $6,500 for the services of the Trustee (iwhich shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) compensate the and reimbursement for all reasonable out-of-pocket expenses, disbursements and advances incurred by such Trustee in accordance with a separate fee agreement with the Trustee, (ii) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustee and any of the provisions of this Agreement (including the reasonable compensation, reasonable expenses and reasonable disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may be incurred or arise out of the gross negligence or willful misconduct of the Trustee. (b) The Company agrees to indemnify the Trustee or any of its officers, directors, employees or agents for, and agents to hold each of the Trustee (the “Indemnified Persons”) from and against them harmless against, any and all losseslosses and liabilities, obligations, damages, liabilitiespenalties, taxes (excluding any taxes payable by Wilmington Trust, National Association on or measured by any compensation for services rendered by the Trustee under this Agreement), claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and suits or out-of-pocket expenses of counsel), taxes and penalties or costs of any kind and nature whatsoever (collectivelyincurred or arising out of or in connection with the acceptance or administration of this Trust, “Liabilities”)including the reasonable costs and out-of-pocket expenses of defending itself against any claim of liability in the premises, except to the extent that such Expenses the same may be incurred or arise out of the gross negligence or are imposed upon willful misconduct of the Trustee or asserted at for the Trustee’s failure to use ordinary care to disburse funds pursuant to Section 2.04 hereof. In the event that the Company fails to pay the Trustee as required pursuant to this Agreement (including, without limitation, the provisions of Sections 2.03 and 6.03(a) and (b) hereof) within ten (10) Business Days after receipt of written demand therefor from the Trustee, the Trustee may deduct any time against such Indemnified Persons with respect amounts of cash that may be included in the Trust Property. The obligations of the Company to indemnify the performance Trustee, and the Trustee’s right to be compensated and be reimbursed for the reasonable out-of-pocket expenses, disbursements and advances of the Trustee pursuant to Sections 6.03(a) and (b) hereof, shall survive the termination of this Trust Agreement, Agreement pursuant to Section 7.05 hereof or the creation, operation resignation or termination removal of the Trust or the transactions contemplated hereby; provided, however, that the Depositor Trustee hereunder. (c) The Trustee shall not be required to indemnify take or refrain from taking any Indemnified Person for action under this Agreement (other than giving of notices) unless the Trustee shall have been indemnified by the Company, in manner and form reasonably satisfactory to the Trustee, against any Liabilities liability, fee, cost or expense (including attorneys’ fees) which are a result may be incurred or charged in connection therewith, except to the extent the same may be incurred or arise out of the gross negligence or willful misconduct of such Indemnified Person the Trustee or the bad faith violation by such Indemnified Person of Trustee’s failure to use ordinary care to disburse funds pursuant to this Agreement. The Trustee shall not be required to take any action if the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced byTrustee shall reasonably determine, or on behalf ofshall have been advised by counsel, the Depositor prior that such action is likely to result in personal liability, or is contrary to the final disposition terms hereof or of any matter upon receipt by document contemplated hereby to which the Depositor of an undertaking by, Trustee is a party or on behalf of, such Indemnified Person otherwise contrary to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section shall survive the termination of the Trust and the Trust Agreementlaw.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees City shall from time to (i) compensate the Trustee time, subject to any written agreement then in accordance with a separate fee agreement effect with the Trustee, (ii) pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to reasonable advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder or under the Sublease (including reasonable except that such compensation or reimbursement may be made from the appropriate account within the Cost of Issuance Fund to the extent provided in Section 3.05 hereof or from the appropriate account within the Construction Fund to the extent provided for in Section 3.03 hereof or as provided in Section 7.09 hereof). The City, to the extent permitted by law, shall indemnify the Trustee, its directors, officers, employees and agents, and hold them harmless against any loss, claim, liability, expenses or advances, including, but not limited to fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless incurred or made without negligence or willful misconduct on the Trustee and any of the officers, directors, employees and agents part of the Trustee arising out of: (i) the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including Trustee’s acceptance or administration of the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of trust under this Trust Agreement, or the creationexercise or performance of any of its powers or duties hereunder; or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, operation or termination in light of the Trust circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Certificates. The Trustee may take whatever legal actions are lawfully available to it directly against the Corporation or the transactions contemplated hereby; providedCity. The rights of the Trustee hereunder are in addition to the rights granted to the Trustee pursuant to Section 9.03 of the Sublease. Notwithstanding anything to the contrary herein contained, however, that the Depositor Trustee shall not be required entitled to indemnify any Indemnified Person for any Liabilities which are seek indemnity from the City as a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities condition precedent to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition paying holders of any matter upon receipt by the Depositor Certificates any amounts due such holders hereunder or effecting any mandatory prepayment of an undertaking byany Certificates pursuant to Section 4.01(a) and (c). Except as otherwise expressly provided herein, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under no provision of this Trust Agreement. This Section Agreement shall survive require the termination Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the Trust and the Trust Agreementexercise of any of its rights or powers hereunder.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees City shall from time to (i) compensate the Trustee time, subject to any written agreement then in accordance with a separate fee agreement effect with the Trustee, (ii) pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to reasonable advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder or under the Sublease (including reasonable except that such compensation or reimbursement may be made from the appropriate account within the Cost of Issuance Fund to the extent provided in Section 3.05 hereof or from the appropriate account within the Certificate Fund to the extent provided for in Section 3.03 hereof or as provided in Section 7.09 hereof). The City, to the extent permitted by law, shall indemnify the Trustee, its directors, officers, employees and agents, and hold them harmless against any loss, claim, liability, expenses or advances, including, but not limited to fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless incurred or made without negligence or willful misconduct on the Trustee and any of the officers, directors, employees and agents part of the Trustee arising out of: (i) the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including Trustee’s acceptance or administration of the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of trust under this Trust Agreement, or the creationexercise or performance of any of its powers or duties hereunder; or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, operation or termination in light of the Trust circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Certificates. The Trustee may take whatever legal actions are lawfully available to it directly against the Corporation or the transactions contemplated hereby; providedCity. The rights of the Trustee hereunder are in addition to the rights granted to the Trustee pursuant to Section 9.03 of the Sublease. Notwithstanding anything to the contrary herein contained, however, that the Depositor Trustee shall not be required entitled to indemnify any Indemnified Person for any Liabilities which are seek indemnity from the City as a result of the willful misconduct of such Indemnified Person or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, Liabilities condition precedent to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition paying holders of any matter upon receipt by the Depositor Certificates any amounts due such holders hereunder or effecting any mandatory prepayment of an undertaking byany Certificates pursuant to Section 4.01(a) and (c). Except as otherwise expressly provided herein, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under no provision of this Trust Agreement. This Section Agreement shall survive require the termination Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the Trust and the Trust Agreementexercise of any of its rights or powers hereunder.

Compensation and Indemnification of the Trustee. The Depositor hereby agrees City shall from time to (i) compensate the Trustee time, subject to any written agreement then in accordance with a separate fee agreement effect with the Trustee, (ii) pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all reasonable expenses (its advances and expenditures hereunder, including reasonable but not limited to payments, advances to and fees and expenses of counsel and accountants, agents, appraisers, consultants or other experts) , and (iii) indemnify, defend and hold harmless counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Liabilities”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated herebyits rights and obligations hereunder; provided, however, that the Depositor Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder or under Facility Lease (except that such compensation or reimbursement may be required made from the Cost of Issuance Fund held by the City to the extent provided in Section 3.05 hereof or as provided in Section 7.09 hereof). The Trustee may take whatever legal actions are lawfully available to it directly against the City or the Authority. Except as otherwise expressly provided herein, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder. The City covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any Indemnified Person for loss, expense and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs of expenses of defending against any Liabilities claim of liability including, without limitation, any claim arising out of the use, presence, storage, disposal or lease of any Hazardous Substances on or about the Leased Property, but excluding any and all losses, expenses and liabilities which are a result due to the negligence or intentional misconduct of the willful misconduct of such Indemnified Person Trustee, its officers, directors, agents or the bad faith violation by such Indemnified Person of the implied contractual covenant of good faith and fair dealingemployees. To the fullest extent permitted by law, Liabilities to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. This Section Such indemnity shall survive the termination discharge of this Indenture or the resignation or removal of the Trust and the Trust AgreementTrustee.