Common use of Fees and Expenses of Trustee Clause in Contracts

Fees and Expenses of Trustee. Parent and ExchangeCo jointly and severally agree to pay Trustee reasonable compensation for all of the services rendered by it under this Agreement and will reimburse Trustee for all reasonable expenses (including taxes other than taxes based on the net income of Trustee) and disbursements (including reasonable travel expenses incurred by Trustee in connection with its duties hereunder and reasonable compensation and reasonable remuneration paid by Trustee in connection with the retainer or employment of experts, advisors and agents under Sections 5.14 and 6.9), including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by Trustee in connection with its duties under this Agreement; provided that Parent and ExchangeCo shall have no obligation to reimburse Trustee for any expenses or disbursements paid, incurred or suffered by Trustee in any suit or litigation in which Trustee is determined to have acted in bad faith or with negligence, recklessness or wilful misconduct. Invoices for services rendered by Trustee hereunder shall be provided to Parent, on behalf of Parent and ExchangeCo, at the address of the Parent set forth in Section 13.3 of this Agreement. Any amount owing or unpaid after 30 days from the invoice date will bear interest at a rate per annum, from the expiration of such 30 day period, equal to the then current rate charged by Trustee and shall be payable on demand. The obligation of Parent and ExchangeCo under this Section 7.1 shall survive the resignation or removal of Trustee.

Fees and Expenses of Trustee. Parent and ExchangeCo jointly and severally agree to pay Trustee reasonable compensation for all of the services rendered by it under this Agreement and will reimburse Trustee for all reasonable expenses (including taxes other than taxes based on the net income of Trustee) and disbursements (including reasonable travel expenses incurred by Trustee in connection with its duties hereunder and reasonable compensation and reasonable remuneration paid by Trustee in connection with the retainer or employment of experts, advisors and agents under Sections 5.14 and 6.9), including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by Trustee in connection with its duties under this Agreement; provided that Parent and ExchangeCo shall have no obligation to reimburse Trustee for any expenses or disbursements paid, incurred or suffered by Trustee in any suit or litigation in which Trustee is determined to have acted in bad faith or with negligence, recklessness or wilful misconduct. Invoices for services rendered by Trustee hereunder shall be provided to Parent, on behalf of Parent and ExchangeCo, at the address of the Parent set forth in Section 13.3 of this Agreement. Any amount owing or unpaid after 30 days from the invoice date will bear interest at a rate per annum, from the expiration of such 30 day period, equal to the then current rate charged by Trustee and shall be payable on demand. The obligation of Parent and ExchangeCo under this Section 7.1 shall survive the resignation or removal of Trustee.. ARTICLE 8