Common use of Compensation and Reimbursement of Expenses; Indemnity Clause in Contracts

Compensation and Reimbursement of Expenses; Indemnity. The Trust hereby agrees to (a) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (b) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and (c) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her position of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions of this Section 4.3 shall be subject to the limitations of the 1940 Act.

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to to: (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, ; (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and and (ciii) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, misconduct or gross negligence, or reckless disregard of the duties involved in the conduct of his or her position negligence of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to to: (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, ; (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and ) (ciii) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, misconduct or gross negligence, or reckless disregard of the duties involved in the conduct of his or her position negligence of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and (ciii) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, misconduct or gross negligence, or reckless disregard of the duties involved in the conduct of his or her position negligence of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.

Compensation and Reimbursement of Expenses; Indemnity. The Trust hereby agrees to (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of expenses, disbursements and advances incurred or made by the Delaware Trustee in accordance with any of the provisions of this Declaration (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trusteeexperts) and (cii) indemnify, defend and hold harmless the Delaware Trustee, and any of its employeesofficers, agentsdirectors, officers employees and trustees agents (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, expenses (including the reasonable fees and expenses of counsel counsel), taxes and including costs penalties of enforcement of an Indemnified DE Trustee Party’s rights hereunder any kind and nature whatsoever (collectively, “Indemnified DE Trustee Expenses”), to the extent that such Indemnified DE Trustee Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration Declaration, the creation, operation or from termination of the services provided Trust or functions performed by the Delaware Trusteetransactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified DE Trustee Parties for any Indemnified DE Trustee Expenses which are a result of the willful misfeasance, bad faith, gross negligence, or reckless disregard of for the duties involved in the conduct of his or her position of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Indemnified DE Trustee Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions obligations of the Trust under this Section 13.3 shall survive the termination of this Section 4.3 shall be subject to Declaration and the limitations resignation or removal of the 1940 ActDelaware Trustee.

Compensation and Reimbursement of Expenses; Indemnity. The Trust hereby agrees to (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and (ciii) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, misconduct or gross negligence, or reckless disregard of the duties involved in the conduct of his or her position negligence of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to to: (a) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, , (b) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and and (c) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, taxes and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the bad faith, willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of the duties involved in the conduct of his or her position willful misconduct of such Indemnified DE Trustee PartiesParties or from reckless disregard by such Indemnified DE Trustee Parties of its obligations and duties hereunder. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to to: ​ (a) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, ​ (b) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and ​ (c) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, taxes and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the bad faith, willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of the duties involved in the conduct of his or her position willful misconduct of such Indemnified DE Trustee PartiesParties or from reckless disregard by such Indemnified DE Trustee Parties of its obligations and duties hereunder. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this DeclarationDeclaration of Trust. The provisions of this Section 4.3 shall be subject to the limitations of the 1940 Act.​ ​

Compensation and Reimbursement of Expenses; Indemnity. The Trust Company hereby agrees to to: (ai) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, ; (bii) reimburse the Delaware Trustee for all reasonable expenses relating to the services of the Delaware Trustee (including reasonable fees and expenses of counsel and other advisers retained by the Delaware Trustee) and ); and (ciii) indemnify, defend and hold harmless the Delaware Trustee, and its employees, agents, officers and trustees (the “Indemnified DE Trustee Parties”) from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses, including reasonable fees and expenses of counsel and including costs of enforcement of an Indemnified DE Trustee Party’s rights hereunder (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified DE Trustee Parties with respect to the performance of any duties contemplated by this Declaration of Trust or from the services provided or functions performed by the Delaware Trustee; provided, however, that the Trust Company shall not be required to indemnify any Indemnified DE Trustee Parties for any Expenses which are a result of the willful misfeasance, bad faith, misconduct or gross negligence, or reckless disregard of the duties involved in the conduct of his or her position negligence of such Indemnified DE Trustee Parties. To the fullest extent permitted by law, Expenses to be incurred by any Indemnified DE Trustee Parties shall, from time to time, be advanced by, or on behalf of, the Trust Company prior to the final disposition of any matter upon receipt by the Trust Company of an undertaking by, or on behalf of, such Indemnified DE Trustee Parties to repay such amount if it shall be determined that the Indemnified DE Trustee Parties are not entitled to be indemnified under this Declaration. The provisions Declaration of this Section 4.3 shall be subject to the limitations of the 1940 ActTrust.