Expenses Indemnification Fees. SECTION 5.1 Expenses.................................................................................... 10 SECTION 5.2 Indemnification............................................................................. 10
Expenses Indemnification Fees. Section 9.1.
Expenses Indemnification Fees. 10 SECTION 5.1. Expenses......................................10 SECTION 5.2. Indemnification...............................10 SECTION 5.3. Fees..........................................11 SECTION 5.4. Survival......................................11 ARTICLE VI. Miscellaneous..........................................11
Expenses Indemnification Fees. Section 5.1 Compensation and Expenses 24 Section 5.2 Indemnification 24
Section 6.1 Amendments 25 Section 6.2 Addresses for Notices 25 Section 6.3 APPLICABLE LAW 26 Section 6.4 SUBMISSION TO JURISDICTION 26 Section 6.5 WAIVER OF JURY TRIAL 26 Section 6.6 Further Assurances 27 Section 6.7 Binding Effect 27 Section 6.8 No Waiver; Remedies 27 Section 6.9 Headings 27 Section 6.10 Counterparts 27 Section 6.11 Patriot Act 27 Exhibit A - Form of Withdrawal Certificate Appendix I - Addresses This DEPOSITARY AGREEMENT, dated as of May 19, 2023, (as may be amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is entered into among FUELCELL ENERGY OPCO FINANCE 1, LLC, a Delaware limited liability company (the “Borrower”), INVESTEC BANK PLC, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent thereto, the “Collateral Agent”), and as administrative agent under the Financing Agreement (in such capacity, together with any successor administrative agent thereto, the “Administrative Agent”), and LIBERTY BANK, as depositary agent, bank and securities intermediary (in such capacity, together with any successor depositary agent, bank and securities intermediary thereto, the “Depositary Agent”) for the Secured Parties.
Expenses Indemnification Fees. (a) The U.S. Guarantors agree, jointly and severally, to pay or reimburse all reasonable out-of-pocket expenses of the Depositary Bank (including reasonable fees and expenses for legal services) in respect of, or incident to, the execution, administration or enforcement of any of the provisions of this Agreement or in connection with any amendment, waiver or consent relating to this Agreement. The obligations contained in this SECTION 4.5 shall survive the termination of this Agreement or the resignation or removal of the Depositary Bank.
Expenses Indemnification Fees. (a) The Trinidad Finance Parties agree, jointly and severally, to pay or reimburse all reasonable out-of-pocket expenses of the Depositary Bank (including reasonable fees and expenses for legal services) in respect of, or incident to, the execution, administration or enforcement of any of the provisions of this Agreement or in connection with any amendment, waiver or consent relating to this Agreement. The obligations contained in this SECTION 4.5 shall survive the termination of this Agreement or the resignation or removal of the Depositary Bank.
(b) The Trinidad Finance Parties agree, jointly and severally, to indemnify the Depositary Bank in its capacity as such, and, in their capacity as such, its officers, directors, shareholders, controlling persons, employees, agents and servants (each an "INDEMNIFIED DEPOSITARY BANK PARTY") from and against any and all claims, losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or resulting from this Agreement (including, without limitation, performance under or enforcement of this Agreement, but excluding any such claims, losses or liabilities resulting from the Indemnified Depositary Bank Party's gross negligence or willful misconduct). This indemnity shall survive the termination of this Agreement, and the resignation or removal of the Depositary Bank. This indemnity is extended in addition to, and not in derogation or limitation of, the provisions of SECTION 2.4 (Indemnification; Bankruptcy) of the Intercreditor Agreement.
(c) On the Closing Date, and on each anniversary of the Closing Date to and including the Debt Termination Date, the Trinidad Finance Parties shall pay the Depositary Bank an annual fee in an amount mutually agreed on by the Trinidad Finance Parties and the Depositary Bank.
Expenses Indemnification Fees. (a) The Partnership agrees to pay or reimburse all reasonable out-of-pocket expenses of the Depositary Bank (including reasonable fees and expenses for legal services) in respect of, or incident to, the execution, administration or enforcement of any of the provisions of this Agreement or in connection with any amendment, waiver or consent relating to this Agreement. The obligations contained in this SECTION 7.5 shall survive the termination of this Agreement or the resignation or removal of the Depositary Bank.
Expenses Indemnification Fees. (a) The Issuer and the Subsidiary Guarantor jointly and severally agree to pay or reimburse all reasonable out-of-pocket expenses of the Depositary Bank (including reasonable fees and expenses for legal services) in respect of, or incident to, the execution, administration or enforcement of any of the provisions of this Agreement or the Indenture or in connection with any amendment, waiver or consent relating to this Agreement, the Working Capital Facility or the Indenture. The obligations contained in this Section 3.5 shall survive the termination of this Agreement, the Working Capital Facility and the Indenture or the resignation or removal of the Depositary Bank.
(b) The Issuer and the Subsidiary Guarantor jointly and severally agree to indemnify the Depositary Bank in its capacity as such, and, in their capacity as such, its officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified Depositary Bank Party") from and against any and all claims, losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or resulting from this Agreement, the Working
Expenses Indemnification Fees. Section 7.1 Expenses 9 Section 7.2 Indemnification 10 Section 7.3 Fees 10
Expenses Indemnification Fees
