Common use of Fees and Indemnity Clause in Contracts

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts); (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other Person.

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts); ): (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other Person.

Fees and Indemnity. (a) The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate fee agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. . (b) The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts)) subject to the approval of the Administrator; (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Trustee Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Trustee Covered Persons with respect to the Resident Trustee’s performance pursuant to of this Trust Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Trustee Expenses”); , provided, however, that the Trust shall not be required to indemnify an RT a Trustee Covered Person for RT Trustee Expenses to the extent such RT Trustee Expenses result from the bad faith, willful misconduct or gross negligence of such RT Trustee Covered Person; and (iii) advance to each RT Trustee Covered Person RT Trustee Expenses (including reasonable legal fees and expensesfees) incurred by such RT Trustee Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Trustee Covered Person to repay such amount if it shall ultimately be determined that the RT Trustee Covered Person is not entitled to be indemnified therefor under this Article VII. V. With respect to reimbursement or indemnity provided hereunder, an RT a Trustee Covered Person shall have a lien on the Trust’s Assets Trust Property prior to any rights in such property of the Beneficiaries or any other person or entity, but pari passu with each Administrator Covered Person.

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse Company agrees to pay fees to the Resident Trustee for Collateral Agent as set forth in that certain Fee Agreement, dated as of September 5, 2023, by American Gene Technologies in favor of Wilmington Trust, National Association (the “Fee Agreement”). (ii) In the case of this Security Agreement and the transactions contemplated hereby and any related document relating to any of the Collateral, each of the Investors agrees to pay to the Collateral Agent, on demand, its Pro Rata Share of all reasonable fees and all expenses incurred by it in connection with the execution operation and performance enforcement of its rights this Security Agreement, the Notes, the Intellectual Property Security Agreement or any related agreement to the extent that such fees or expenses have not been paid by Company. (iii) In the case of this Security Agreement and duties hereunder (including reasonable fees each instrument and expenses document relating to any of counsel and other experts); (ii) indemnifythe Collateral, defend and hold harmless each of the Resident Trustee (in both its individual and Trustee capacities) Investors and the officersCompany hereby agree to hold the Collateral Agent harmless, directors, employees and agents of the Resident Trustee (collectively, including Company agrees to indemnify the Resident Trustee in its individual capacity, the “RT Covered Persons”) Collateral Agent from and against any and all lossesloss, damagesdamage, liabilities, claims, actions, suits, costs, expenses, disbursements (including expense or liability which may be incurred by the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to Collateral Agent under this Security Agreement, the creationIntellectual Property Security Agreement, operation, administration or termination of the Trust, or Notes and the transactions contemplated hereby (all and thereby and any related agreement or other instrument or document, as the case may be, unless such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that liability shall be caused by the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of the Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction. To the extent that the Company fails to satisfy its obligations to the Collateral Agent under this Section 7(d)(iii), each of the Investors agrees to indemnify the Collateral Agent, severally based on such RT Covered Person; Investor’s Pro Rata Share, from and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees against any and expenses) all loss, damage, expense or liability which may be incurred by the Collateral Agent under this Security Agreement, the Intellectual Property Security Agreement, the Notes and the transactions contemplated hereby and thereby and any related agreement or other instrument or document, as the case may be, unless such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt liability shall be caused by the Trust willful misconduct or gross negligence of the Collateral Agent, as determined by a final non-appealable order of a written request therefor and court of an undertaking by competent jurisdiction. (iv) Nothing in this Agreement shall require the Collateral Agent to expend or on behalf risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. (v) The provisions of this Section 7(d) shall survive termination of this Security Agreement, repayment of the RT Covered Person to repay such amount if it shall ultimately be determined that Notes and the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property earlier resignation of the Beneficiaries or any other PersonCollateral Agent.

Fees and Indemnity. (a) The Resident Trustee Trustee, Paying Agent, Verification Agent and Escrow Agent shall be entitled to receive from the Trust Trust, as compensation for its services hereunder such fees as have been separately agreed upon with set forth in the Trust in a separate agreementfee letter attached as Exhibit B, which compensation shall not be limited by any provision of law in regard to compensation of a trustee or agent of an express trust. . (b) The Trust shall and the Trust Sponsor, jointly and severally, agree to: (i) reimburse the Resident Trustee Trustee, Paying Agent, Escrow Agent and Verification Agent for all reasonable and documented expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (or under the Escrow Agreement in the case of the Escrow Agent), including reasonable fees and expenses of counsel and other experts); , including fees and expenses of counsel in the enforcement of this Trust Agreement, including indemnification provisions; (ii) indemnify, defend and hold harmless the Resident Paying Agent, Escrow Agent, Verification Agent and Trustee (in both its individual and Trustee trustee capacities) and the officers, directors, employees and agents of the Resident Trustee Trustee, Paying Agent, Escrow Agent and Verification Agent (collectively, including the Resident Trustee in its individual capacity, the “RT "Covered Persons”") from and against any and all documented losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of such RT Covered Person; and any (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expensesfees) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT a Covered Person shall have a lien on the Trust’s Assets Trust Property prior to any rights in such property of the Beneficiaries or any other Person. The indemnities contained in this Section 6.2 shall survive the removal, resignation or termination of the Trustee, Paying Agent, Escrow Agent or the Verification Agent and the termination of the Trust and this Trust Agreement and/or the Escrow Agreement. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Trust, the Beneficiary or any other Person, such Covered Person acting under this Trust Agreement shall not be liable to the Trust, the Beneficiary or such other Persons for its good faith reliance on the provisions of this Trust Agreement. To the extent that provisions of this Trust Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, such provisions are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

Fees and Indemnity. (a) The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate fee agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. . (b) The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts)) subject to the approval of the Administrator; (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT "Trustee Covered Persons”") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Trustee Covered Persons with respect to the Resident Trustee’s performance pursuant to of this Trust Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT "Trustee Expenses”"); provided, howeverPROVIDED, HOWEVER, that the Trust shall not be required to indemnify an RT a Trustee Covered Person for RT Trustee Expenses to the extent such RT Trustee Expenses result from the bad faith, willful misconduct or gross negligence of such RT Trustee Covered Person; and (iii) advance to each RT Trustee Covered Person RT Trustee Expenses (including reasonable legal fees and expensesfees) incurred by such RT Trustee Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Trustee Covered Person to repay such amount if it shall ultimately be determined that the RT Trustee Covered Person is not entitled to be indemnified therefor under this Article VII. V. With respect to reimbursement or indemnity provided hereunder, an RT a Trustee Covered Person shall have a lien on the Trust’s Assets Trust Property prior to any rights in such property of the Beneficiaries or any other Personperson or entity, but pari passu with each Administrator Covered Person (as defined below).

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreementfee letter, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts); ): (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to of this Trust Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); , provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expensesfees) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. V. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets Trust Property prior to any rights in such property of the Beneficiaries or any other Personperson.

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts); ): (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, faith or willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other PersonPerson (the “XX Xxxx”). Notwithstanding this Section 7.2, the rights accruing under this Section 7.2 with respect to the XX Xxxx shall at all times be subordinate to the rights of CRB&T related to the Bank Debt.

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon (a) In accordance with the Trust in a separate agreementfee schedule attached hereto as Schedule III, which compensation shall not be limited by any provision of law in regard the Grantors and the Investor agree, jointly and severally, to compensation of a trustee of an express trust. The Trust shall (i) pay, or reimburse the Resident Trustee for all reasonable expenses Collateral Agent for, on the date of execution of this Guarantee and Security Agreement, the Collateral Agent's attorney's fees and expenses, incurred by it in connection with the execution preparation of this Guarantee and performance Security Agreement (which shall not exceed $1,000). The Grantors and the Investor agree, jointly and severally, to pay the Collateral Agent's compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Schedule III, which may be subject to change hereafter on an annual basis. Without limiting the definition of "Obligations" set forth in Section 1.02, the obligation of the Grantor to pay the amounts set forth in this Section 7.04(a) shall be considered an Obligation pursuant to clause (b) of that definition. Without altering or limiting the joint and several liability of the Grantors and the Investor to the Collateral Agent hereunder, the Grantor and the Investor agree among themselves that the Grantor will pay one half and the Grantors will pay one-half of the amounts payable to the Collateral Agent pursuant to this Section 7.04 (a). (b) The Investor hereby agrees to indemnify the Collateral Agent (and its rights directors, officers and duties hereunder (including reasonable fees and expenses of counsel and other experts); (iiemployees) indemnify, defend and hold harmless the Resident Trustee it (in both its individual and Trustee capacities) and the officers, such directors, employees officers and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”employees) harmless from and against any loss, liability, damage, cost and all lossesexpense of any nature incurred by the Collateral Agent arising out of or in connection with this Guarantee and Security Agreement or with the administration of its duties hereunder, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable but not limited to attorney's fees and other costs and expenses of counsel)defending or preparing to defend against any claim of liability, taxes unless and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses except to the extent such RT Expenses result from loss, liability, damage, cost and expense shall be caused by the Collateral Agent's gross negligence, bad faith, or willful misconduct or gross negligence of such RT Covered Personmisconduct; provided, that, if and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of extent the Investor shall be obligated to pay any amount to the Collateral Agent hereunder, each Grantor shall reimburse the Investor for each such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor amount in full and of an undertaking by or on behalf any such amounts shall be added to and shall become part of the RT Covered Person Obligations secured hereby. The foregoing indemnification and agreement to repay such amount if it hold harmless shall ultimately be determined that survive the RT Covered Person is not entitled to be indemnified therefor under termination of this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other PersonGuarantee and Security Agreement.

Fees and Indemnity. The Resident 2.8.1 Each Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreementfee agreement or schedule provided by the relevant Trustee, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. To the extent that the Delaware Trustee, the Managing Trustee or the Trust receives funds the following shall provide notice and authorization that each Trustee may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that a Trustee is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments. 2.8.2 The Trust Beneficiary shall (i) pay directly or reimburse the Resident each Trustee for all reasonable expenses incurred by it such Trustee in good faith in connection with the execution and performance of its rights and duties hereunder (including reasonable the fees and expenses of counsel and other experts); (ii) indemnify, defend and hold harmless the Resident each Trustee (in both its individual and Trustee trustee capacities) and the officers, directors, employees employees, attorneys, partners, relatives, personal representatives, heirs, assigns and agents of the Resident such Trustee (collectively, including each of the Resident Delaware Trustee and the Managing Trustee in its individual capacitycapacities, the “RT Trustee Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable and documented out-of-pocket fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Trustee Covered Persons with respect to the Resident Trustee’s performance pursuant to of this Trust Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Trustee Expenses”); , provided, however, that the Trust shall not be required to indemnify an RT a Trustee Covered Person for RT Trustee Expenses to the extent such RT Trustee Expenses are determined, in the final non-appealable judgment of a court of competent jurisdiction, to result from the gross negligence, bad faith, faith or willful misconduct or gross negligence of such RT any Trustee Covered Person; and (iii) advance to each RT Trustee Covered Person RT Trustee Expenses (including reasonable legal fees and expensesfees) incurred by such RT Trustee Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust Beneficiary of a written request therefor (including a budget of such requested amounts) and of an undertaking by or on behalf of the RT Trustee Covered Person to repay such amount if it shall ultimately be determined determined, in the final non-appealable judgment of a court of competent jurisdiction, that the RT Trustee Covered Person is not entitled to be indemnified therefor under this Article VIISection 2.8.2. With respect to reimbursement or indemnity provided hereunder, an RT a Trustee Covered Person shall have a lien on the Trust’s Assets Trust Estate prior to any rights in such property of the Beneficiaries Beneficiary or any other Personperson or entity and, in addition to any other rights it may have hereunder or at law or equity, each Trustee shall have all the rights of a second creditor under Article 9 of the Delaware Uniform Commercial Code. For the avoidance of doubt, it is expressly understood and agreed that the Managing Trustee (including in its individual capacity) shall be entitled to indemnification hereunder in connection with its exercise of discretion in accordance with Section 3.1 hereof. 2.8.3 The provisions of this Section 2, including but not limited to the right to indemnification, shall survive the termination of the Trust and this Trust Agreement and the removal or resignation of any Trustee.

Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon (a) In accordance with the Trust in a separate agreementfee schedule attached hereto as Schedule III, which compensation shall not be limited by any provision of law in regard the Grantor and the Investor agree, jointly and severally, to compensation of a trustee of an express trust. The Trust shall (i) pay, or reimburse the Resident Trustee for all reasonable expenses Collateral Agent for, on the date of execution of this Security Agreement, the Collateral Agent's attorney's fees and expenses, incurred by it in connection with the execution preparation of this Security Agreement (which shall not exceed $1,000). The Grantor and performance the Investor agree, jointly and severally, to pay the Collateral Agent's compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Schedule III, which may be subject to change hereafter on an annual basis. Without limiting the definition of "Obligations" set forth in Section 1.02, the obligation of the Grantor to pay the amounts set forth in this Section 6.04(a) shall be considered an Obligation pursuant to clause (b) of that definition. Without altering or limiting the joint and several liability of the Grantor and the Investor to the Collateral Agent hereunder, the Grantor and the Investor agree among themselves that they shall share one-half each of the amounts payable to the Collateral Agent pursuant to this Section 6.04 (a). (b) The Investor hereby agrees to indemnify the Collateral Agent (and its rights directors, officers and duties hereunder (including reasonable fees and expenses of counsel and other experts); (iiemployees) indemnify, defend and hold harmless the Resident Trustee it (in both its individual and Trustee capacities) and the officers, such directors, employees officers and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”employees) harmless from and against any loss, liability, damage, cost and all lossesexpense of any nature incurred by the Collateral Agent arising out of or in connection with this Security Agreement or with the administration of its duties hereunder, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable but not limited to attorney's fees and other costs and expenses of counsel)defending or preparing to defend against any claim of liability, taxes unless and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses except to the extent such RT Expenses result from loss, liability, damage, cost and expense shall be caused by the Collateral Agent's gross negligence, bad faith, or willful misconduct or gross negligence of such RT Covered Personmisconduct; provided, that, if and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of extent the Investor shall be obligated to pay any amount to the Collateral Agent hereunder, the Grantor shall reimburse the Investor for each such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor amount in full and of an undertaking by or on behalf any such amounts shall be added to and shall become part of the RT Covered Person Obligations secured hereby. The foregoing indemnification and agreement to repay such amount if it hold harmless shall ultimately be determined that survive the RT Covered Person is not entitled to be indemnified therefor under termination of this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other PersonSecurity Agreement.