Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed:
(i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU;
(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith;
(iii) to pay the Trustee its annual administrative fee on the Closing Date;
(iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and
(v) to pay the reasonable annual administrative fee of each Lock-Box Bank.
(b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).
Compensation Reimbursement Etc. The Servicer agrees:
(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Issuer and the Trustee may agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and
(b) to reimburse the Trustee upon its request, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith.
Compensation Reimbursement Etc. Subject to Section 3.04(c) of the Sales and Servicing Agreement, the Company agrees:
(a) to pay to the Trustee from time to time, solely from and only to the extent that amounts are available, such compensation for all services rendered by it hereunder as the Company and the Trustee may agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and
(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request, solely from and only to the extent that amounts are available under clause twelfth of Section 3.03(b) or clause first of Section 6.06(a), for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith.
Compensation Reimbursement Etc. Subject to completion of the Spin-off, and commencing on the Distribution Date, the Employer shall provide the Employee the following compensation and benefits:
Compensation Reimbursement Etc. (a) The Company shall pay to Executive as compensation for all services rendered by Executive during the term of this Agreement a basic annualized salary of $85,800.00 per year (the "Basic Salary"), or such other sums as the Board of Directors of the Company and Executive may agree on from time to time, payable monthly or in other more frequent installments, as determined by the Company, subject to all standard withholding practices and procedures of the Company. The Board of Directors of the Company shall have the right to increase Executive's compensation from time to time by action of the Board of Directors. For the period commencing January 1, 2000 through the date of this Agreement, Executive will be paid a prorated share of the "Total Target Bonus" set forth on Annex I attached hereto, payable on such date as the Board of Directors may determine on or before December 31, 2001. In addition, the Board of Directors of the Company, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to Executive. The compensation provided for in this Section 3(a) shall be in addition to any 401(k), pension or profit sharing payments set aside or allocated for the benefit of Executive.
(b) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the performance of his duties under this Agreement; provided, however, that Executive must furnish to the Company an itemized account, satisfactory to the Company, in substantiation of such expenditures.
(c) Executive shall be entitled to such fringe benefits including, but not limited to, medical and insurance benefits as may be provided from time to time by the Company to other senior officers of the Company.
Compensation Reimbursement Etc. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $165,000 per year (the "Basic Salary"), or such other sum as the parties may agree on from time to time, payable monthly or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee.
(b) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures.
(c) The Employee shall be entitled to such fringe benefits including, but not limited to, medical and insurance benefits as may be provided from time to time by the Employer to other management employees of the Employer.
(d) The Employee shall provide his own automobile for use as an employee hereunder. The Employee shall at all times maintain said automobile in good repair and condition and shall insure both Employer and Employee against claims for bodily injury, death or property damage occurring as a result of its use to the limit of not less than Five Hundred Thousand ($500,000.00) Dollars in respect to any one accident and to the limit of not less than One Million ($1,000,000.00) Dollars in respect to any one accident and to the limit of not less than One Hundred Thousand ($100,000.00) Dollars in respect to property damage. The Employer shall provide the Employee with an automobile allowance of $1,000 per month ($12,000 per year).
Compensation Reimbursement Etc. The Issuer agrees:
(i) to pay to the Indenture Trustee from time to time such compensation for all services rendered by it hereunder as the Issuer and the Indenture Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Issuer hereunder; and
(ii) except as otherwise expressly provided herein, to reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith.
Compensation Reimbursement Etc. Subsections (a), (b) and (c) of the Employment Agreement shall be replaced in their entirety as follows:
Compensation Reimbursement Etc. (a) of the Employment Agreement shall be replaced in its entirety as follows:
Compensation Reimbursement Etc. (a.) The basic compensation to the Employee shall be payable in accordance with company policy, not less than bi-weekly, and shall, during the first three years of this Agreement, be based upon calendar year annual compensation of $295,000.00, and thereafter shall be determined pursuant to clause (h) below.
(b.) The compensation provided for in Section 3 (a) above shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee.
(c.) The Employee shall be entitled to such other benefits (e.g., health, life or disability insurance) as may be provided from time to time by the Employer to other management employees.
(d.) The Employee shall be entitled to (3) weeks of paid vacation per year.
(e.) Employer shall reimburse all reasonable travel, entertainment and other out-of-pocket expenses incurred by the Employee in connection with the performance of his duties pursuant to this Agreement, consistent with the Employer's policies then in effect.
(f.) At the discretion of the Board of Directors of the Employer, the Employee will be from time to time be awarded a cash bonus or bonuses, or other incentive compensation, including stock options, for services rendered or other contributions made to the Employer during the Employment Term consistent with any such awards to other executive officers of Employer.
(g.) Simultaneously with the execution hereof, the Employer has Granted to the Employee an option to purchase 300,000 shares of Employer's common stock on the terms set forth in the Stock Option Agreement between the Employer and Employee of even date herewith. (h.) Prior to December 31, 2001, Employer will engage an independent compensation consulting firm mutually acceptable to Employer and the Employee to make a recommendation to Employer's Board of Directors (or the Compensation Committee thereof) regarding the compensation and benefits to be payable to Employee during the fourth and fifth years of this Agreement, such compensation and benefits to be competitive with compensation and benefits payable to similarly situated executives in comparable companies. Employee's compensation and benefits for the fourth and fifth years of this Agreement shall be determined by the Employer's Board of Directors (or Compensation Committee) in light of the recommendation of such consulting firm but in no event shall the aggregate amount thereof be less than 90% of the aggregate amount recommended by such consulting firm o...
