Common use of Compensation and Reimbursement of the Collateral Agent Clause in Contracts

Compensation and Reimbursement of the Collateral Agent. (a) The Issuer agrees: (i) to pay the Collateral Agent on each Payment Date reasonable compensation as set forth in a separate fee schedule dated on or before the Closing Date between the Collateral Agent and the Issuer for all services rendered by it hereunder; (ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Indenture or other Transaction Document (including, without limitation, expenses in connection with securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Collateral Agent pursuant to Sections 5.4, 5.5, 6.20(c), 10.7 or any other term of this Indenture, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; (iii) to indemnify the Collateral Agent and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without gross negligence, willful misconduct or bad faith on their part, and arising out of or in connection with the acceptance or administration of, or the performance of its duties under, this Indenture and the transactions contemplated thereby, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder and under any other transaction document related hereto; and (iv) to pay the Collateral Agent reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.30 or the exercise or enforcement of remedies pursuant to Article V. (b) The Collateral Agent shall receive amounts pursuant to this Section 6.24 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Collateral Agent is a party in accordance with the Priority of Payments but only to the extent that funds are available for the payment thereof. Subject to Section 6.26, the Collateral Agent shall continue to serve as Collateral Agent under this Indenture notwithstanding the fact that the Collateral Agent shall not have received amounts due it hereunder; provided that, nothing herein shall impair or affect the Collateral Agent’s rights under Section 6.26. No direction by the Holders shall affect the right of the Collateral Agent to collect amounts owed to it under this Indenture. If on any date when a fee or expense shall be payable to the Collateral Agent pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available therefor. The Issuer’s obligations under this Section 6.24 shall survive the termination of this Indenture and the resignation or removal of the Collateral Agent pursuant to Section 6.26. (c) The Collateral Agent hereby agrees not to cause the filing against the Issuer or any of its subsidiaries of a petition in bankruptcy for the non-payment to the Collateral Agent of any amounts provided by this Section 6.24 until at least one year and one day, or if longer the applicable preference period then in effect and one day, after the payment in full of all Debt issued under this Indenture or incurred under the Credit Agreement. The Issuer’s payment obligations to the Trustee under this Section 6.24 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) To the extent that the entity acting as Collateral Agent is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.

Compensation and Reimbursement of the Collateral Agent. The Grantors, jointly and severally, agree: (a) The Issuer agrees: (i) to pay to the Collateral Agent on each Payment Date reasonable such compensation as set forth in a separate fee schedule dated on or before the Closing Date between Issuer and the Collateral Agent and the Issuer shall from time to time agree in writing for all services rendered by it hereunderhereunder which shall include, but not be limited to, an acceptance fee in an amount equal to $6,500 which shall be earned, due and payable to the Collateral Agent, for its own account, on the date hereof; (iib) except as otherwise expressly provided herein, to reimburse the Collateral Agent in a timely manner upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Indenture or other Transaction Document Agreement (including, without limitation, expenses in connection with securities transaction charges and including the reasonable compensation and the expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Collateral Agent pursuant to Sections 5.4, 5.5, 6.20(call Persons not regularly in its employ), 10.7 or any other term of this Indenture, except to the extent that any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing;gross negligence or willful misconduct; and (iiic) to indemnify the Collateral Agent and its officers, directorsagents, directors and employees and agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense (expense, including reasonable attorneys’ fees and expenses) incurred without gross negligenceexpenses of counsel, willful misconduct or bad faith on their part, and arising out of or in connection with the acceptance or administration of, or the performance of its duties under, this Indenture and the transactions contemplated therebyAgreement, including the reasonable costs and expenses of defending themselves (including reasonable attorney’s fees and costs) itself against any claim (whether asserted by the Issuer, the Holders or any other Person) or liability in connection with the exercise or performance of any of their its powers or duties hereunder and under any other transaction document related hereto; and (iv) to pay the Collateral Agent reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.30 or the exercise or enforcement of remedies pursuant to Article V. (b) The Collateral Agent shall receive amounts pursuant to this Section 6.24 and any other amounts payable to it under this Indenture hereunder, or in any connection with enforcing the provisions of the Transaction Documents to which the Collateral Agent is a party in accordance with the Priority of Payments but only this Agreement, except to the extent that funds are available for the payment thereof. Subject to Section 6.26such loss, the Collateral Agent shall continue to serve as Collateral Agent under this Indenture notwithstanding the fact that the Collateral Agent shall not have received amounts due it hereunder; provided thatdamage, nothing herein shall impair or affect the Collateral Agent’s rights under Section 6.26. No direction by the Holders shall affect the right of the Collateral Agent to collect amounts owed to it under this Indenture. If on any date when a fee claim, liability or expense shall be payable is due to the Collateral Agent pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee such indemnified party’s gross negligence or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available therefor. The Issuer’s obligations under this Section 6.24 shall survive the termination of this Indenture and the resignation or removal of the Collateral Agent pursuant to Section 6.26willful misconduct. (c) The Collateral Agent hereby agrees not to cause the filing against the Issuer or any of its subsidiaries of a petition in bankruptcy for the non-payment to the Collateral Agent of any amounts provided by this Section 6.24 until at least one year and one day, or if longer the applicable preference period then in effect and one day, after the payment in full of all Debt issued under this Indenture or incurred under the Credit Agreement. The Issuer’s payment obligations to the Trustee under this Section 6.24 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) To the extent that the entity acting as Collateral Agent is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.

Compensation and Reimbursement of the Collateral Agent. (a) The Issuer agrees: (i) to pay the Collateral Agent on each Payment Date reasonable compensation as set forth in a separate fee schedule dated on or before the Closing Date between the Collateral Agent and the Issuer for all services rendered by it hereunder; (ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Indenture or other Transaction Document (including, without limitation, expenses in connection with complying with FATCA and securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Collateral Agent pursuant to Sections 5.4, 5.5, 6.20(c), 10.7 or any other term of this Indenture, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; (iii) to indemnify the Collateral Agent and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expensesexpenses of its agents, experts and attorneys) incurred without gross negligence, willful misconduct or bad faith on their part, and arising out of or in connection with the acceptance acting or administration of, or the performance of its duties under, serving as Collateral Agent under this Indenture and the transactions contemplated therebyother Transaction Documents to which it is a party, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costscosts of agents and attorneys) against any claim (whether brought by the Issuer or any third party) or liability in connection with the administration, exercise or performance of any of their powers or duties hereunder and under any other transaction document agreement or instrument related heretohereto and of enforcing this Indenture, such other Transaction Documents and/or any indemnification rights hereunder or thereunder; and (iv) to pay the Collateral Agent reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.30 6.29 or the exercise or enforcement of remedies pursuant to Article V. (b) The Collateral Agent shall receive amounts pursuant to this Section 6.24 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Collateral Agent is a party in accordance with the Priority of Payments but only to the extent that funds are available for the payment thereof. Subject to Section 6.26, the Collateral Agent shall continue to serve as Collateral Agent under this Indenture notwithstanding the fact that the Collateral Agent shall not have received amounts due it hereunder; provided that, nothing herein shall impair or affect the Collateral Agent’s rights under Section 6.26. No direction by the Holders shall affect the right of the Collateral Agent to collect amounts owed to it under this Indenture. If on any date when a fee or expense shall be payable to the Collateral Agent pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available therefor. The Issuer’s obligations under this Section 6.24 shall survive the termination of this Indenture and the resignation or removal of the Collateral Agent pursuant to Section 6.26. (c) The Collateral Agent hereby xxxxxx agrees not to cause the filing against the Issuer, the Co-Issuer or any of its their subsidiaries of a petition in bankruptcy bankruptcy, insolvency or other similar proceeding of any jurisdiction for the non-payment to the Collateral Agent of any amounts provided by this Section 6.24 until at least one year and one day, or if longer the applicable preference period then in effect and one day, after the payment in full of all Debt issued under this Indenture or incurred under the Credit Agreement. The Issuer’s payment obligations to the Trustee Collateral Agent under this Section 6.24 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or removal of the TrusteeCollateral Agent. When the Trustee Collateral Agent incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) To the extent that the entity acting as Collateral Agent is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.

Compensation and Reimbursement of the Collateral Agent. (a) The Issuer agrees: (i) to pay the Collateral Agent on each Payment Date reasonable compensation as set forth in a separate fee schedule dated on or before the Closing Date between the Collateral Agent and the Issuer for all services rendered by it hereunder; (ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Indenture or other Transaction Document (including, without limitation, expenses in connection with FATCA Compliance and securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Collateral Agent pursuant to Sections 5.4, 5.5, 6.20(c), 10.7 or any other term of this Indenture, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; (iii) to indemnify the Collateral Agent and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expensesexpenses of its agents, experts and attorneys) incurred without gross negligence, willful misconduct or bad faith on their part, and arising out of or in connection with the acceptance acting or administration of, or the performance of its duties under, serving as Collateral Agent under this Indenture and the transactions contemplated therebyother Transaction Documents to which it is a party, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim (whether brought by the Issuer or any third party) or liability in connection with the administration, exercise or performance of any of their powers or duties hereunder and under any other transaction document agreement or instrument related heretohereto and of enforcing this Indenture, such other Transaction Documents and/or any indemnification rights hereunder or thereunder; and (iv) to pay the Collateral Agent reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.30 or the exercise or enforcement of remedies pursuant to Article V. (b) The Collateral Agent shall receive amounts pursuant to this Section 6.24 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Collateral Agent is a party in accordance with the Priority of Payments but only to the extent that funds are available for the payment thereof. Subject to Section 6.26, the Collateral Agent shall continue to serve as Collateral Agent under this Indenture notwithstanding the fact that the Collateral Agent shall not have received amounts due it hereunder; provided that, nothing herein shall impair or affect the Collateral Agent’s rights under Section 6.26. No direction by the Holders shall affect the right of the Collateral Agent to collect amounts owed to it under this Indenture. If on any date when a fee or expense shall be payable to the Collateral Agent pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available therefor. The Issuer’s obligations under this Section 6.24 shall survive the termination of this Indenture and the resignation or removal of the Collateral Agent pursuant to Section 6.26. (c) The Collateral Agent hereby agrees not to cause the filing against the Issuer, the Co-Issuer or any of its their subsidiaries of a petition in bankruptcy for the non-payment to the Collateral Agent of any amounts provided by this Section 6.24 until at least one year and one day, or if longer the applicable preference period then in effect and one day, after the payment in full of all Secured Debt issued under this Indenture or incurred under the Credit Agreement. The Issuer’s payment obligations to the Trustee under this Section 6.24 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) To the extent that the entity acting as Collateral Agent is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.

Compensation and Reimbursement of the Collateral Agent. (a) The Issuer agrees: (i) to pay the Collateral Agent on each Payment Date reasonable compensation as set forth in a separate fee schedule dated on or before the Closing Date between the Collateral Agent and the Issuer for all services rendered by it hereunder; (ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Indenture or other Transaction Document (including, without limitation, expenses in connection with complying with FATCA and securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Collateral Agent pursuant to Sections 5.4, 5.5, 6.20(c), 10.7 or any other term of this Indenture, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; (iii) to indemnify the Collateral Agent and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expensesexpenses of its agents, experts and attorneys) incurred without gross negligence, willful misconduct or bad faith on their part, and arising out of or in connection with the acceptance acting or administration of, or the performance of its duties under, serving as Collateral Agent under this Indenture and the transactions contemplated therebyother Transaction Documents to which it is a party, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costscosts of agents and attorneys) against any claim (whether brought by the Issuer or any third party) or liability in connection with the administration, exercise or performance of any of their powers or duties hereunder and under any other transaction document agreement or instrument related heretohereto and of enforcing this Indenture, such other Transaction Documents and/or any indemnification rights hereunder or thereunder; and (iv) to pay the Collateral Agent reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.30 6.29 or the exercise or enforcement of remedies pursuant to Article V. (b) The Collateral Agent shall receive amounts pursuant to this Section 6.24 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Collateral Agent is a party in accordance with the Priority of Payments but only to the extent that funds are available for the payment thereof. Subject to Section 6.26, the Collateral Agent shall continue to serve as Collateral Agent under this Indenture notwithstanding the fact that the Collateral Agent shall not have received amounts due it hereunder; provided that, nothing herein shall impair or affect the Collateral Agent’s rights under Section 6.26. No direction by the Holders shall affect the right of the Collateral Agent to collect amounts owed to it under this Indenture. If on any date when a fee or expense shall be payable to the Collateral Agent pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available therefor. The Issuer’s obligations under this Section 6.24 shall survive the termination of this Indenture and the resignation or removal of the Collateral Agent pursuant to Section 6.26. (c) The Collateral Agent hereby xxxxxx agrees not to cause the filing against the Issuer, the Co-Issuer or any of its their subsidiaries of a petition in bankruptcy for the non-payment to the Collateral Agent of any amounts provided by this Section 6.24 until at least one year and one day, or if longer the applicable preference period then in effect and one day, after the payment in full of all Debt issued under this Indenture or incurred under the Credit Agreement. The Issuer’s payment obligations to the Trustee Collateral Agent under this Section 6.24 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or removal of the TrusteeCollateral Agent. When the Trustee Collateral Agent incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) To the extent that the entity acting as Collateral Agent is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.