Common use of Compensation of the Trustee Clause in Contracts

Compensation of the Trustee. The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City. The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to indemnify the Trustee shall survive the termination and discharge of this Indenture. Except as otherwise expressly provided herein, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder.

Compensation of the Trustee. (a) The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City. . (b) The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to compensate and indemnify the Trustee shall survive the termination and discharge of this Indenture. Except as otherwise expressly provided herein, no the Indenture and the earlier removal or resignation of the Trustee. (c) No provision of this the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder. (d) Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Compensation of the Trustee. The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City. The City shall, to the extent permitted by law, indemnify and save the Trustee and its officers, directors, agents and employees harmless against any liabilities, costs, suits, judgments, damages, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to indemnify the Trustee shall survive the termination and discharge of this IndentureIndenture and the earlier removal or resignation of the Trustee. Except as otherwise expressly provided herein, no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder. Upon an event of default, and only upon an event of default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an event of default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Compensation of the Trustee. A. The City shall Trustee may, from time to time, subject to any written agreement then in effect with all assets that come into the Trustee's possession as such Trustee, pay be reimbursed for such costs, charges, taxes, damages and expenses as the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component may have paid or incurred by reason of the Trustee’s stated annual fees) 's performance of the Trustee's duties hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by . B. Except as otherwise agreed between the Trustee but an attorney and Grantor (or firm the respective beneficiaries after the death of attorneys retained by Grantor), the Trustee may receive compensation not exceeding the amount that is provided for in the Trustee's current schedule of fees effective for the period of time for which such compensation is billed. Such compensation, employed by it in the exercise and performance except that payable upon distribution of its rights and obligations hereunder; providedprincipal, howevershall be charged against income, that unless the Trustee shall determine that such charging of compensation against income only shall be inequitable, in which case this compensation shall instead be charged equitably against income and principal, as shall be determined in the Trustee's discretion, so that both the income beneficiaries and remaindermen shall, between them, fairly bear the Trustee's fees. Compensation payable upon distribution of principal shall be charged against principal. C. Upon the resignation or removal of any corporate Trustee, the Trustee's compensation shall not exceed that fee which would have any lien for been charged if the trust were a revocable trust and if the trust had been revoked and the property transferred to the person(s) entitled thereto. This compensation shall be computed according to the Trustee's last fee schedule furnished at least 30 days prior to such compensation resignation or reimbursement against any moneys held by it in any of the funds or accounts established hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City. The City shallremoval, to the extent permitted by law, indemnify and save same person(s) having the right to receive notice of the resignation of the Trustee harmless against any liabilities, costs, claims pursuant to the Article titled "Resignation or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty Removal of the City to indemnify Trustee." Any Trustee may charge additional compensation for extra service or extraordinary demands beyond the usual and customary Trustee shall survive the termination and discharge of this Indenture. Except as otherwise expressly provided herein, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderresponsibility for such termination.

Compensation of the Trustee. The City School District shall from time pay to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder the acceptance, administration and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component performance of the trust created hereby and its duties as Paying Agent. Such compensation shall be paid by the School District at the following times from the following sources: (a) The Trustee’s stated annual fees) hereunder's acceptance fee shall be due and payable upon execution of this Trust Agreement by all of the parties thereto, including but not limited to advances to shall be payable from the proceeds of the Certificates deposited in the Construction and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other expertsAcquisition Account, and counsel not directly employed may be withdrawn by the Trustee but an attorney from such account without any further order or firm of attorneys retained authorization by the School District. (b) The Trustee, employed by it 's annual administration fee shall be payable from moneys on hand in the exercise Construction and performance of its rights Acquisition Account until it is terminated, and obligations hereunder; providedthereafter from moneys on hand in the Lease Payment Account, however, that and may be withdrawn by the Trustee shall not have from such accounts without any lien further order or authorization by the School District or the Owners of the Certificates. (c) The Trustee's fees for such compensation or reimbursement against any the receipt and disbursement of Lease Payments to the Owners of the Certificates, for the investment of moneys held by it in any the Trust Fund in excess of the funds maximum number of transactions included in the annual administration fee, and for other items or accounts established hereunder. The reimbursements (including, without limitation, any reimbursements for attorney's fees incurred by the Trustee may take whatever legal actions are lawfully available pursuant to it directly against this Trust Agreement), shall be payable primarily from the Authority or the City. The City shallLease Payment Account, but only to the extent permitted by lawof all interest or other investment earnings received on the Lease Payment Account (not including interest or other investment earning transferred from other accounts), indemnify less the amount of all annual administration fees withdrawn therefrom. A statement for any portion of such Trustee's fees and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur reimbursements in the exercise and performance of its powers and duties hereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty excess of the City amounts payable from the Lease Payment Account as provided in this subsection shall be sent directly to indemnify the Trustee shall survive School District at the termination and discharge of this Indenture. Except as otherwise expressly provided herein, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability address set forth in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunderSection 6.05 hereof.