Common use of Payment of Other Trust Expenses Clause in Contracts

Payment of Other Trust Expenses. (a) Each Trustee shall be entitled to annual compensation in the amount of One Hundred Thousand Dollars ($100,000), payable quarterly in arrears, for all services rendered by such Trustee hereunder. All costs and expenses incurred or paid by the Trustees in their capacities as trustees hereunder (including the reasonable compensation and the expenses and disbursements of the professional advisers and agents of the Trustees in their capacities as trustees) shall be paid or reimbursed from the Trust, subject to the provisions of Sections 2.07 and 3.03 hereof. In addition, all of the reasonable legal costs and expenses heretofore incurred by the Trustees in their individual capacities in connection with the establishment of the Trust shall be paid or reimbursed from the Trust. (b) Any amounts due to the Trustees or third parties under Subsection (a) above shall be obligations of the Trust. Until such time as such amounts can be offset against or reimbursed from the balance in the Deposit Account, such amounts shall be paid by the Company and the Company shall be entitled to reimbursement from the Trust therefor, without interest, as provided in Section 2.06(b) hereof. Specifically: (i) Following the execution of this Trust Agreement and the establishment of the Deposit Account, the Company shall deposit into the Deposit Account the sum of One Hundred Thousand Dollars ($100,000). (ii) The Trustees may from time to time and at any time pay from the Deposit Account the compensation payable to the Trustees and all of the other costs and expenses payable or reimbursable from the Trust under this Trust Agreement and, in the event that at any time prior to the termination of the Trust the value of property held in the Deposit Account shall be less than Twenty-Five Thousand Dollars ($25,000), the Trustees shall notify the Company in writing as to the amount by which such value is less than the sum of One Hundred Thousand Dollars ($100,000) and, upon receipt of such notification, the Company shall promptly deposit into the Deposit Account an amount of cash equal to such deficiency. (iii) In addition, the Trustees shall provide to the FRBNY and the Company, within 10 days following the end of every quarter, an accounting of all costs and expenses paid from the Trust during that quarter, together with supporting documentation, and an estimate of the costs and expenses anticipated to be reasonably likely to be paid in the following quarter. In the event that the amount of cash then available in the Deposit Account or which is expected to be available in the Deposit Account shall be insufficient to pay such costs and expenses (it being understood that the Trustees are neither required nor permitted to sell any portion of the Trust Stock for the purpose of obtaining cash to pay such compensation, costs, expenses, disbursements and advances ), the Company shall, within 10 days of receipt of a request for funds, contribute to the Deposit Account an amount of cash necessary to pay such costs and expenses. (iv) The FRBNY shall pay any amounts the Company fails to pay pursuant to this Subsection (b) as long as the Credit Agreement is in effect and the FRBNY shall be entitled to reimbursement from the Company. Upon the FRBNY’s receipt of reimbursement from the Company, the amount so reimbursed by the Company to the FRBNY shall thereafter be treated as if it were an amount advanced by the Company to the Trust for costs and expenses under this Section 3.04. (c) Except as otherwise provided in this Trust Agreement, all ongoing Trust expenses, including, but not limited to, all investment-related expenses, all fees payable to the Trustees for their services hereunder, including but not limited to staff expenses, legal expenses, financial advisory, auditing and tax preparation expenses, mailing expenses, printing and postage expenses, insurance expenses, external accounting expenses related to the Trust and its investments and extraordinary expenses (such as litigation and indemnification of the Trustees) shall be paid from the Trust as provided in this Section 3.04. (d) Unless waived in writing by the FRBNY, as condition to the payment from the Trust of expenses arising in connection with the retention by the Trustees on behalf of the Trust of experts and other professional advisers, the Trustees must disclose the material terms of the arrangement in advance to the FRBNY. For the avoidance of doubt, actual approval by the FRBNY of such arrangements shall not be a condition to the payment of costs and expenses of such experts and other professional advisers from the Trust. (e) The provisions of this Section 3.04 shall survive the termination of the Trust or this Trust Agreement or the resignation or removal of a Trustee.