Common use of Compensation, Expenses and Advances Clause in Contracts

Compensation, Expenses and Advances. The Trustee, the Paying Agent and the Registrar shall be entitled to such compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expenses) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if the Issuer shall fall to perform any of the covenants or agreements contained in this Indenture, the Trustee may, in its uncontrolled discretion and without notice to the Owners, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the Trustee; but no such advance shall operate to relieve the Issuer from any Event of Default. In no event shall the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent and the Registrar compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Default, contest in good faith the reasonableness of any such expenses and advances. If the Company shall have failed to make any payment to the Trustee, the Paying Agent or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Agreement, then each of the Trustee, the Paying Agent and the Registrar shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their compensation and the reimbursement of their expenses and any advances made by them, as provided in this Section 10.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price of the Bonds, and (c) funds held pursuant to Section 6.05 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent Authority and the Registrar shall be entitled to such compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expenses) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if the Issuer shall fall to perform any of the covenants or agreements contained in with entering into this Indenture, the Trustee may, including such fees and expenses incurred in its uncontrolled discretion and without notice to the Owners, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the Trustee; but no such advance shall operate to relieve the Issuer from any Event of Defaultconnection with action taken hereunder. In no event shall the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent Trustee and the Registrar compensation and reimbursement of expenses and advancesadvances and certain indemnities, but the Company may, without creating an Event of Default, contest in good faith the reasonableness of any such expenses and advances. If the Company shall have failed to make any payment to the Trustee, the Paying Agent Trustee or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Loan Agreement, then each of the Trustee, the Paying Agent Trustee and the Registrar shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their compensation and indemnities and the reimbursement of their expenses and any advances made by them, as provided in this Section 10.049.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII VII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price of the Bonds, and (c) or funds held pursuant to Section 6.05 5.04 hereof. When Notwithstanding any other provision of this Indenture, in each instance in which this Indenture shall provide for compensation, reimbursement or indemnification of the Trustee, such provision shall be deemed to provide for, whether or not expressly so stated, the payment of all related fees, costs, charges, advances and reasonable expenses of the Trustee (including, without limitation, reasonable attorneys’ fees and expenses), unless the context clearly indicates otherwise. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c8.01(g) or Section 8.01(h) of the Loan Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 9.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and any Co-Paying Agent and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to regarding the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if bad faith, including, without limitation, compensation for any services rendered, and reimbursement for any expenses incurred, at and subsequent to the Issuer time the Bonds are deemed to have been paid in accordance with Article VIII hereof. If the Pollution Control Corporation shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of and premium, if any, and interest on the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the IssuerPollution Control Corporation, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to not exceeding the base rate of interest then in effect and as announced for 90-day commercial loans by the Trustee or a commercial banking affiliate of the Trustee designated as its prime lending rate for domestic commercial loans such by the Trustee in the city in which is located the Principal Office of the TrusteeTrustee (or such affiliate, as the case may be) to borrowers of the highest credit standing; but no such advance shall operate to relieve the Issuer Pollution Control Corporation from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee (including any predecessor Trustee, the Remarketing Agent), the Paying Agent and any Co-Paying Agent and the Registrar such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. If the Company shall have failed to make any payment to the Trustee, Trustee or any predecessor Trustee under Section 5.03 of the Paying Agent or the Registrar under the Loan Agreement and such failure shall have resulted in an event Event of default Default under the Loan Agreement, then each of the Trustee, the Paying Agent and the Registrar any predecessor Trustee, shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit, as provided in this Section 10.04, upon the moneys and obligations in the Bond Fund; provided, except for (a) however, that neither the Trustee nor any predecessor Trustee shall have any such claim upon moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to . In Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price 5.04 of the Bonds, and (c) funds held pursuant to Section 6.05 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Loan Agreement, the expenses (including Company has agreed to indemnify the reasonable charges Trustee and expenses of its counsel) and any predecessor Trustee to the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indentureextent provided therein.

Compensation, Expenses and Advances. The Trustee, the Paying Agent Issuer and the Registrar shall be entitled to such compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expenses) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if the Issuer shall fall to perform any of the covenants or agreements contained in with entering into this Indenture, the Trustee may, including such fees and expenses incurred in its uncontrolled discretion and without notice to the Owners, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the Trustee; but no such advance shall operate to relieve the Issuer from any Event of Defaultconnection with action taken hereunder. In no event shall the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent Trustee and the Registrar compensation and reimbursement of expenses and advancesadvances and certain indemnities, but the Company may, without creating an Event of Default, contest in good faith the reasonableness of any such expenses and advances. If the Company shall have failed to make any payment to the Trustee, the Paying Agent Trustee or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Loan Agreement, then each of the Trustee, the Paying Agent Trustee and the Registrar shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their compensation and indemnities and the reimbursement of their expenses and any advances made by them, as provided in this Section 10.049.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII VII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price of the Bonds, and (c) or funds held pursuant to Section 6.05 5.04 hereof. When Notwithstanding any other provision of this Indenture, in each instance in which this Indenture shall provide for compensation, reimbursement or indemnification of the Trustee, such provision shall be deemed to provide for, whether or not expressly so stated, the payment of all related fees, costs, charges, advances and reasonable expenses of the Trustee (including, without limitation, reasonable attorneys’ fees and expenses), unless the context clearly indicates otherwise. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c8.01(g) or Section 8.01(h) of the Loan Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 9.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith therewith, except as a result of their gross negligence or willful misconduct if misconduct. If the Issuer shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of, and premium, if any, and interest on, the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the TrusteeTrustee then in effect; but no such advance shall operate to relieve the Issuer from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent and the Registrar such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. In Section 5.04 of the Loan Agreement the Company has agreed to indemnify the Trustee to the extent stated therein. If the Company shall have failed to make any payment due to the TrusteeTrustee under Section 5.03 or 5.04 of the Loan Agreement, the Paying Agent or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Agreement, then each of the Trustee, the Paying Agent and the Registrar Trustee shall have, in addition to any other rights hereunder, a claim, prior to the claim of the OwnersOwners of the Bonds, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit and for payment of its indemnities, as provided in this Section 10.049.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) VII hereof to pay interest and the mandatory purchase price of the Bonds, and (c) funds held pursuant to Section 6.05 4.06 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent Agent, the Registrar and the Registrar Tender Agent under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder including extraordinary services such as default administration (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expenses) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if misconduct. If the Issuer shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of, premium, if any, and interest on the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the Trusteedo so; but no such advance shall operate to relieve the Issuer from any Event of Defaultdefault hereunder. In no event shall the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In Section 5.04 of the Agreement, the Company Borrower has agreed that it will pay to the Trustee, the Remarketing Paying Agent, the Paying Registrar, the Remarketing Agent and the Registrar Tender Agent such compensation and reimbursement of expenses and advances, but the Company Borrower may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. In Section 5.08 of the Agreement, the Borrower has agreed to indemnify the Trustee and the Registrar to the extent stated therein. If the Company Borrower shall have failed to make any payment to the Trustee, the Paying Agent Trustee under Sections 5.04 or the Registrar under 5.08 of the Agreement and such failure shall have resulted in an event Event of default Default under the Agreement, then each of the Trustee, the Paying Agent and the Registrar Trustee shall have, in addition to any other rights hereunder, a claim, prior to the claim of the OwnersOwners of the Bonds, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit, as provided in this Section 10.0411.04, upon the moneys and obligations in the Bond Fund, except for (a) proceeds of drawings under a Credit Facility and except for moneys or obligations deposited with or paid to the Trustee for the redemption or payment purchase of Bonds by the Bank in accordance with Section 4.07 hereof or which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) IX hereof to pay interest and the mandatory purchase price of the Bonds, and (c) funds held pursuant to Section 6.05 5.06 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket out‑of‑pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith therewith, except as a result of their gross negligence or willful misconduct if misconduct. If the Issuer shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of, and premium, if any, and interest on, the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the TrusteeTrustee then in effect; but no such advance shall operate to relieve the Issuer from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent and the Registrar such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. In Section 5.04 of the Loan Agreement the Company has agreed to indemnify the Trustee to the extent stated therein. If the Company shall have failed to make any payment due to the TrusteeTrustee under Section 5.03 or 5.04 of the Loan Agreement, the Paying Agent or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Agreement, then each of the Trustee, the Paying Agent and the Registrar Trustee shall have, in addition to any other rights hereunder, a claim, prior to the claim of the OwnersOwners of the Bonds, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit and for payment of its indemnities, as provided in this Section 10.049.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) VII hereof to pay interest and the mandatory purchase price of the Bonds, and (c) funds held pursuant to Section 6.05 4.06 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and any Co-Paying Agent, and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to regarding the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if bad faith, including, without limitation, compensation for any services rendered, and reimbursement for any expenses incurred, at and subsequent to the Issuer time the Bonds are deemed to have been paid in accordance with Article VIII hereof. If the Pollution Control Corporation shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of and premium, if any, and interest on the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the IssuerPollution Control Corporation, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to not exceeding the base rate of interest then in effect and as announced for 90-day commercial loans by the Trustee or a commercial banking affiliate of the Trustee designated as its prime lending rate for domestic commercial loans such by the Trustee in the city in which is located the Principal Office of the TrusteeTrustee (or such affiliate, as the case may be) to borrowers of the highest credit standing; but no such advance shall operate to relieve the Issuer Pollution Control Corporation from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee (including any predecessor Trustee, the Remarketing Agent), the Paying Agent and any Co-Paying Agent and the Registrar Registrar, such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. If the Company shall have failed to make any payment to the Trustee, Trustee or any predecessor Trustee under Section 5.03 of the Paying Agent or the Registrar under the Loan Agreement and such failure shall have resulted in an event Event of default Default under the Loan Agreement, then each of the Trustee, the Paying Agent and the Registrar any predecessor Trustee, shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit, as provided in this Section 10.04, upon the moneys and obligations in the Bond Fund; provided, except for (a) however, that neither the Trustee nor any predecessor Trustee shall have any such claim upon moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to . In Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price 5.04 of the Bonds, and (c) funds held pursuant to Section 6.05 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Loan Agreement, the expenses (including Company has agreed to indemnify the reasonable charges Trustee and expenses of its counsel) and any predecessor Trustee to the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indentureextent provided therein.

Compensation, Expenses and Advances. The Trustee, the Paying Agent Trustee and the Registrar shall be entitled to such compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expenses) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if misconduct. If the Issuer shall fall fail to perform any of the covenants or agreements contained in this Indenture, the Trustee may, in its uncontrolled discretion and without notice to the Owners, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all such advances shall bear interest at a rate per annum equal to the rate of interest then in effect and as announced by the Trustee U.S. Bank National Association as its prime lending rate for domestic commercial loans in the city in which is located the Principal Office of the TrusteeNew York, New York; but no such advance shall operate to relieve the Issuer from any Event of Default. In no event shall the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Agreement, the Company has agreed that it will pay to the Trustee, the Remarketing Agent, the Paying Agent Trustee and the Registrar compensation and reimbursement of expenses and advancesadvances and certain indemnities, but the Company may, without creating an Event of Default, contest in good faith the reasonableness of any such expenses and advances. If the Company shall have failed to make any payment to the Trustee, the Paying Agent Trustee or the Registrar under the Agreement and such failure shall have resulted in an event of default under the Agreement, then each of the Trustee, the Paying Agent Trustee and the Registrar shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their compensation and indemnities and the reimbursement of their expenses and any advances made by them, as provided in this Section 10.049.04, upon the moneys and obligations in the Bond Fund, except for (a) moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII VII hereof, (b) moneys deposited with the Trustee pursuant to Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price of the Bonds, and (c) or funds held pursuant to Section 6.05 5.04 hereof. When Notwithstanding any other provision of this Indenture, in each instance in which this Indenture shall provide for compensation, reimbursement or indemnification of the Trustee, such provision shall be deemed to provide for, whether or not expressly so stated, the payment of all related fees, costs, charges, advances and reasonable expenses of the Trustee (including, without limitation, reasonable attorneys’ fees and expenses), unless the context clearly indicates otherwise. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c8.01(c) of the Agreement, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 9.04 shall survive the termination of this Indenture.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and any Co-Paying Agent, and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to regarding the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if bad faith, including, without limitation, compensation for any services rendered, and reimbursement for any expenses incurred, at and subsequent to the Issuer time the Bonds are deemed to have been paid in accordance with Article VIII hereof. If the Authority shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of and premium, if any, and interest on the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the IssuerAuthority, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to not exceeding the base rate of interest then in effect and as announced for 90-day commercial loans by the Trustee or a commercial banking affiliate of the Trustee designated as its prime lending rate for domestic commercial loans such by the Trustee in the city in which is located the Principal Office of the TrusteeTrustee (or such affiliate, as the case may be) to borrowers of the highest credit standing; but no such advance shall operate to relieve the Issuer Authority from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee (including any predecessor Trustee, the Remarketing Agent), the Paying Agent and any Co-Paying Agent and the Registrar Registrar, such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. If the Company shall have failed to make any payment to the Trustee, Trustee or any predecessor Trustee under Section 5.03 of the Paying Agent or the Registrar under the Loan Agreement and such failure shall have resulted in an event Event of default Default under the Loan Agreement, then each of the Trustee, the Paying Agent and the Registrar any predecessor Trustee, shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit, as provided in this Section 10.04, upon the moneys and obligations in the Bond Fund; provided, except for (a) however, that neither the Trustee nor any predecessor Trustee shall have any such claim upon moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to . In Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price 5.04 of the Bonds, and (c) funds held pursuant to Section 6.05 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Loan Agreement, the expenses (including Company has agreed to indemnify the reasonable charges Trustee and expenses of its counsel) and any predecessor Trustee to the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indentureextent provided therein.

Compensation, Expenses and Advances. The Trustee, the Paying Agent and any Co-Paying Agent and the Registrar under this Indenture shall be entitled to such reasonable compensation as shall be agreed in writing with the Company for their services rendered hereunder (not limited by any provision of law in regard to regarding the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses (including reasonable counsel fees and expensesfees) reasonably incurred in connection therewith except as a result of their gross negligence or willful misconduct if bad faith, including, without limitation, compensation for any services rendered, and reimbursement for any expenses incurred, at and subsequent to the Issuer time the Bonds are deemed to have been paid in accordance with Article VIII hereof. If the Authority shall fall fail to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of and premium, if any, and interest on the Bonds, the Trustee may, in its uncontrolled discretion and without notice to the OwnersOwners of the Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the IssuerAuthority, but the Trustee shall be under no obligation so to do; and any and all such advances shall may bear interest at a rate per annum equal to not exceeding the base rate of interest then in effect and as announced for 90-day commercial loans by the Trustee or a commercial banking affiliate of the Trustee designated as its prime lending rate for domestic commercial loans such by the Trustee in the city in which is located the Principal Office of the TrusteeTrustee (or such affiliate, as the case may be) to borrowers of the highest credit standing; but no such advance shall operate to relieve the Issuer Authority from any Event of Defaultdefault hereunder. In no event shall Section 5.03 of the Trustee be liable for any claims resulting from any decision on its part not to advance funds as permitted in the immediately preceding sentence. In the Loan Agreement, the Company has agreed that it will pay to the Trustee (including any predecessor Trustee, the Remarketing Agent), the Paying Agent and any Co-Paying Agent and the Registrar such compensation and reimbursement of expenses and advances, but the Company may, without creating an Event of Defaulta default hereunder, contest in good faith the reasonableness of any such services, expenses and advances. If the Company shall have failed to make any payment to the Trustee, Trustee or any predecessor Trustee under Section 5.03 of the Paying Agent or the Registrar under the Loan Agreement and such failure shall have resulted in an event Event of default Default under the Loan Agreement, then each of the Trustee, the Paying Agent and the Registrar any predecessor Trustee, shall have, in addition to any other rights hereunder, a claim, prior to the claim of the Owners, for the payment of their its compensation and the reimbursement of their its expenses and any advances made by themit, as provided in this Section 10.04, upon the moneys and obligations in the Bond Fund; provided, except for (a) however, that neither the Trustee nor any predecessor Trustee shall have any such claim upon moneys or obligations deposited with or paid to the Trustee for the redemption or payment of Bonds which are deemed to have been paid in accordance with Article VIII hereof, (b) moneys deposited with the Trustee pursuant to . In Section 5.15(a)(2) hereof to pay interest and the mandatory purchase price 5.04 of the Bonds, and (c) funds held pursuant to Section 6.05 hereof. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(c) of the Loan Agreement, the expenses (including Company has agreed to indemnify the reasonable charges Trustee and expenses of its counsel) and any predecessor Trustee to the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 10.04 shall survive the termination of this Indentureextent provided therein.