Common use of Compensation; Expenses; Indemnification Clause in Contracts

Compensation; Expenses; Indemnification. a) In consideration of the services rendered pursuant to this Agreement, the Fund shall pay the Custodian the compensation set forth on Schedule B hereto; and the Fund shall reimburse the Custodian for all costs, advances, disbursements and expenses (including but not limited to reasonable attorneys’ fees and expenses) made or incurred by the Custodian in connection with this Agreement or the performance or administration of its services and duties hereunder. The Custodian shall remain entitled to such compensation and reimbursement earned or accrued prior to termination of this Agreement pursuant to Section 10, or, if later, until the date when the Custodian receives sufficient written instruction from the Trust or Manager for delivery to the Fund, or another the Custodian acting on its behalf, of any Assets which then continue to be held by the Custodian hereunder. b) The Trust shall and does hereby agree to indemnify and hold harmless, and defend, the Custodian, its officers, directors and employees (each, an “Indemnified Party”) for and from any and all costs and expenses (including, without limitation, reasonable attorneys fees), and any and all losses, damages, taxes (other than payment by the Custodian of its own income taxes payable, if any, on the fee compensation earned by it hereunder), charges, assessments, claims and liabilities (collectively, “Losses”), that may arise, be brought against or incurred by any Indemnified Party at any time or times as a result of, relating to, or arising out of this Agreement, or the administration or performance by the Custodian of its duties or services hereunder, or the relationship between the Trust, along with the Fund and Manager, and the Custodian created hereby, other than such Losses as are directly caused by the Custodian’s own actions or omission constituting negligence, bad faith or willful misconduct in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder, or resulting from a breach of an express representation, covenant or warranty made by it under Section 3(e) hereof. The foregoing indemnification, agreement to hold harmless and to defend shall survive the termination of this Agreement. c) To secure the obligations of the Trust and Manager to the Custodian under this Section 9 (and under Section 5 hereof), the Custodian shall have and is hereby granted a continuous, first priority security interest in, lien against and right of set-off against all Assets held hereunder from time to time, including without limitation all funds held in or credited to the Fund, the Securities and any Financing Documents held hereunder from time to time. If the Fund fails at any time or times to make payment to the Custodian promptly of any amount owed to the Custodian under or pursuant to this Agreement, following reasonable notice of non-payment and demand, the Custodian shall be entitled, among other things, to utilize and pay to itself or set-off against any available cash balance in the Account, and to dispose of Assets to the extent necessary to obtain payment. The foregoing shall be in addition to (and not in limitation of) any and all rights and remedies otherwise available to the Custodian under applicable law.

Compensation; Expenses; Indemnification. (a) In consideration of the services rendered pursuant to this Agreement, the Fund shall pay the Custodian the compensation set forth on Schedule B hereto; and the Fund shall reimburse the Custodian for all costs, advances, disbursements and expenses The Sponsor --------------------------------------- agrees (including but not limited to reasonable attorneys’ fees and expensesi) made or incurred by the Custodian in connection with this Agreement or the performance or administration of its services and duties hereunder. The Custodian shall remain entitled to such compensation and reimbursement earned or accrued prior to termination of this Agreement pursuant to Section 10, or, if later, until the date when the Custodian receives sufficient written instruction from the Trust or Manager for delivery to the Fund, or another the Custodian acting on its behalf, of any Assets which then continue to be held by the Custodian hereunder. b) The Trust shall and does hereby agree to indemnify and hold harmless, harmless the Collection Agent (to the full extent permitted by law) from and defend, the Custodian, its officers, directors and employees (each, an “Indemnified Party”) for and from against any and all costs and expenses (includingclaims, without limitationdemands, reasonable attorneys fees), and any and all losses, damages, taxes (other than payment by the Custodian of its own income taxes payable, if any, on the fee compensation earned by it hereunder), charges, assessments, claims judgments and liabilities (collectivelyincluding liabilities for penalties) of whatsoever nature, “Losses”)and (ii) to pay to the Collection Agent an amount equal to the amount of all reasonable costs and expenses, that may ariseincluding reasonable legal fees and disbursements and any fees of an Approved Accounting Firm appointed by the Sponsor Agent pursuant hereto, be brought against or incurred by any Indemnified Party at any time or times as a result of, relating to, or arising and with regard to both (i) and (ii) growing out of or resulting from this AgreementIntercreditor Agreement (including the preparation of this Intercreditor Agreement and all related documents whether or not the transactions contemplated hereby are consummated), or the administration and enforcement or performance by exercise of any right or remedy granted to the Custodian Collection Agent hereunder or thereunder but excluding therefrom all costs arising out of its duties or services hereunder, or resulting from the relationship between the Trust, along with the Fund and Manager, and the Custodian created hereby, other than such Losses as are directly caused by the Custodian’s own actions or omission constituting negligence, bad faith gross negligence or willful misconduct of the Collection Agent. The foregoing indemnity agreement includes any reasonable costs incurred by the Collection Agent in connection with any action or proceeding which may be instituted in respect of the foregoing by the Collection Agent, or by any other person either against the Collection Agent or in connection with which any officer or employee of the Collection Agent is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of counsel to the Collection Agent and any out-of-pocket costs incurred by the Collection Agent in appearing as a witness or in otherwise complying with legal process served upon them. (b) All indemnities contained in this Section 9 shall survive the expiration or earlier termination of this Intercreditor Agreement. (c) The AFI Agent agrees to pay from its Agent's Fee (as defined in the performance Fee Letter) to the Collection Agent, from time to time upon demand, reasonable compensation (which shall not be limited by any provision of its duties law in regard to compensation of fiduciaries or from reckless disregard by it of its obligations and duties hereunder, or resulting from a breach trustee of an express representationtrust) for its services hereunder; provided, covenant or warranty made by it under Section 3(e) hereof. The foregoing indemnificationhowever, agreement to hold harmless and to defend that the Sponsor shall survive the termination of this Agreement. c) To secure the obligations be liable for all compensation of the Trust and Manager to the Custodian under this Section 9 (and under Section 5 hereof), the Custodian shall have and is hereby granted a continuous, first priority security interest in, lien against and right of set-off against all Assets held hereunder from time to time, including without limitation all funds held in or credited to the Fund, the Securities and any Financing Documents held hereunder from time to time. If the Fund fails at any time or times to make payment to the Custodian promptly of any amount owed to the Custodian under or pursuant to this Agreement, following reasonable notice of non-payment and demand, the Custodian shall be entitled, among other things, to utilize and pay to itself or set-off against any available cash balance in the Account, and to dispose of Assets Collection Agent to the extent necessary to obtain payment. The foregoing shall be (x) the AFI Agent has not received in addition to full its annual installment of the Agent's Fee and (and not y) the AFI Obligations have been paid in limitation of) any and all rights and remedies otherwise available to the Custodian under applicable lawfull.

Compensation; Expenses; Indemnification. a) In consideration of the services rendered pursuant to this Agreement, the Fund shall pay the Custodian the compensation set forth on Schedule B C hereto; and the Fund shall reimburse the Custodian for all costs, advances, disbursements and expenses (including but not limited to reasonable attorneys’ fees and expenses) made or incurred by the Custodian in connection with this Agreement or the performance or administration of its services and duties hereunder. The Custodian shall remain entitled to such compensation and reimbursement earned or accrued prior to termination of this Agreement pursuant to Section 10, or, if later, until the date when the Custodian receives sufficient written instruction from the Trust or Manager for delivery to the Fund, or another the Custodian acting on its behalf, of any Assets which then continue to be held by the Custodian hereunder. b) The Trust shall and does hereby agree to indemnify and hold harmless, and defend, the Custodian, its officers, directors and employees (each, an “Indemnified Party”) for and from any and all costs and expenses (including, without limitation, reasonable attorneys fees), and any and all losses, damages, taxes (other than payment by the Custodian of its own income taxes payable, if any, on the fee compensation earned by it hereunder), charges, assessments, claims and liabilities (collectively, “Losses”), that may arise, be brought against or incurred by any Indemnified Party at any time or times as a result of, relating to, or arising out of this Agreement, or the administration or performance by the Custodian of its duties or services hereunder, or the relationship between the Trust, along with the Fund and Manager, and the Custodian created hereby, other than such Losses as are directly caused by the Custodian’s own actions or omission constituting negligence, bad faith or willful misconduct in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder, or resulting from a breach of an express representation, covenant or warranty made by it under Section 3(e) hereof. The foregoing indemnification, agreement to hold harmless and to defend shall survive the termination of this Agreement. c) To secure the obligations of the Trust and Manager to the Custodian under this Section 9 (and under Section 5 hereof), the Custodian shall have and is hereby granted a continuous, first priority security interest in, lien against and right of set-off against all Assets held hereunder from time to time, including without limitation all funds held in or credited to the Fund, the Securities and any Financing Documents held hereunder from time to time. If the Fund fails at any time or times to make payment to the Custodian promptly of any amount owed to the Custodian under or pursuant to this Agreement, following reasonable notice of non-payment and demand, the Custodian shall be entitled, among other things, to utilize and pay to itself or set-off against any available cash balance in the Account, and to dispose of Assets to the extent necessary to obtain payment. The foregoing shall be in addition to (and not in limitation of) any and all rights and remedies otherwise available to the Custodian under applicable law.

Compensation; Expenses; Indemnification. a) In consideration of the services rendered pursuant to this Agreement, the Fund Trust shall pay the Custodian the compensation set forth on Schedule B hereto; and the Fund Trust shall reimburse the Custodian for all costs, advances, disbursements and expenses (including but not limited to reasonable attorneys’ fees and expenses) made or incurred by the Custodian in connection with this Agreement or the performance or administration of its services and duties hereunder. The Custodian shall remain entitled to such compensation and reimbursement earned or accrued prior to termination of this Agreement pursuant to Section 10, or, if later, until the date when the Custodian receives sufficient written instruction from the Trust or Manager for delivery to the FundTrust, or another the Custodian acting on its behalf, of any Assets which then continue to be held by the Custodian hereunder. b) The Trust shall and does hereby agree to indemnify and hold harmless, and defend, the Custodian, its officers, directors and employees (each, an “Indemnified Party”) for and from any and all costs and expenses (including, without limitation, reasonable attorneys fees), and any and all losses, damages, taxes (other than payment by the Custodian of its own income taxes payable, if any, on the fee compensation earned by it hereunder), charges, assessments, claims and liabilities (collectively, “Losses”), that may arise, be brought against or incurred by any Indemnified Party at any time or times as a result of, relating to, or arising out of this Agreement, or the administration or performance by the Custodian of its duties or services hereunder, or the relationship between the Trust, along with the Fund and ManagerTrust, and the Custodian created hereby, other than such Losses as are directly caused by the Custodian’s own actions or omission constituting negligence, bad faith or willful misconduct in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder, or resulting from a breach of an express representation, covenant or warranty made by it under Section 3(e) hereof. The foregoing indemnification, agreement to hold harmless and to defend shall survive the termination of this Agreement. c) To secure the obligations of the Trust and Manager to the Custodian under this Section 9 (and under Section 5 hereof), the Custodian shall have and is hereby granted a continuous, first priority security interest in, lien against and right of set-off against all Assets held hereunder from time to time, including without limitation all funds held in or credited to the FundTrust, the Securities and any Financing Documents held hereunder from time to time. If the Fund Trust fails at any time or times to make payment to the Custodian promptly of any amount owed to the Custodian under or pursuant to this Agreement, following reasonable notice of non-payment and demand, the Custodian shall be entitled, among other things, to utilize and pay to itself or set-off against any available cash balance in the Account, and to dispose of Assets to the extent necessary to obtain payment. The foregoing shall be in addition to (and not in limitation of) any and all rights and remedies otherwise available to the Custodian under applicable law.

Compensation; Expenses; Indemnification. 6.1. The Trustee shall be entitled to compensation for services rendered or duties performed under this Agreement as provided in Schedule 2 hereto. (a) In consideration of the services rendered pursuant to this Agreement, the Fund shall pay the Custodian the compensation set forth on Schedule B hereto; and the Fund The Seller shall reimburse the Custodian Trustee upon request for all costs, advances, reasonable disbursements and expenses (including but not limited to reasonable attorneys’ fees and expenses) incurred or made or incurred by the Custodian it in connection with this Agreement or the performance or administration of its services and duties hereunder. The Custodian shall remain entitled to such compensation and reimbursement earned or accrued prior to termination of this Agreement pursuant to Section 10, or, if later, until the date when the Custodian receives sufficient written instruction from the Trust or Manager for delivery to the Fund, or another the Custodian acting on its behalf, of any Assets which then continue to be held by the Custodian hereunder. b) The Trust shall and does hereby agree to indemnify and hold harmless, and defend, the Custodian, its officers, directors and employees (each, an “Indemnified Party”) for and from any and all costs and expenses (including, without limitation, reasonable attorneys fees), and any and all losses, damages, taxes (other than payment by the Custodian of its own income taxes payable, if any, on the fee compensation earned by it hereunder), charges, assessments, claims and liabilities (collectively, “Losses”), that may arise, be brought against or incurred by any Indemnified Party at any time or times as a result of, relating to, or arising out of this Agreement, or the administration or performance by the Custodian of its duties or services hereunder, or the relationship between the Trust, along with the Fund and Manager, and the Custodian created hereby, other than such Losses as are directly caused by the Custodian’s own actions or omission constituting negligence, bad faith or willful misconduct in the performance of its duties or from reckless disregard hereunder. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Seller shall indemnify the Trustee against any and all losses and liabilities incurred by it arising out of or in connection with the acceptance or administration of its duties under this Agreement, including liabilities incurred by Trustee in connection with the enforcement of this Agreement against the Seller (including this Section 6), and in connection with defending itself against any claim asserted by any third party. The Trustee shall notify the Seller promptly of any claim for which it may seek indemnity. Any failure or delay by the Trustee so to notify the Seller shall not relieve the Seller of its obligations and duties hereunder, except to the extent the Seller is actually disadvantaged by such failure or resulting from a breach of an express representation, covenant or warranty made by it under Section 3(e) hereofdelay. The Seller shall have the right to control any litigation arising out of any such claim (including the selection of counsel reasonably acceptable to the Trustee in respect thereof). The Trustee may engage one counsel of its choice to participate in any litigation arising out of any such claim (subject to the foregoing indemnificationsentence), agreement to hold harmless and to defend the Seller will reimburse the Trustee for any reasonable costs of such counsel's participation. (c) The obligations of the Seller under this Section 6 shall survive the resignation or removal of the trustee and the satisfaction and discharge or termination of this Agreement. c(d) To secure the obligations of the Trust and Manager to the Custodian under this Section 9 Notwithstanding subparagraphs (and under Section 5 hereof)a) or (b) above, the Custodian Seller need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or the Trustee's agents or counsel through its or their own gross negligence or willful misconduct. The Trustee shall have and is hereby granted a continuous, first priority security interest in, lien against and right of set-off against all Assets held hereunder from time not be liable to time, including without limitation all funds held in any Seller for any act or credited failure to the Fund, the Securities and any Financing Documents held hereunder from time to time. If the Fund fails at any time or times to make payment to the Custodian promptly of any amount owed to the Custodian act under or pursuant to this Agreement, following reasonable notice of non-payment and demand, the Custodian shall be entitled, among other things, except for any such act or failure to utilize and pay to itself act that constitutes willful misconduct or set-off against any available cash balance in the Account, and to dispose of Assets to the extent necessary to obtain paymentgross negligence. 6.3. The foregoing Trustee shall not incur or be in addition subject to (any liability or responsibility as stockholder, trustee or otherwise by reason of any act, failure to act, error of judgment, error of law or other error under this Agreement, except for its own gross negligence or willful misconduct. 6.4. The Trustee shall not be required to give any bond for the faithful performance and not in limitation of) any and all rights and remedies otherwise available to the Custodian under applicable lawdischarge of its duties hereunder.