The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary shall pay the Trustee, as compensation for its services under this Agreement, a fee at rates determined by the Trustee and agreed to by the Beneficiary, from time to time and communicated in writing to the Beneficiary. The Beneficiary shall pay or reimburse the Trustee for all of the Trustee's reasonable expenses and disbursements in connection with its duties under this Agreement (including attorney's fees and expenses), except any such expense, or disbursement as may arise from the Trustee's negligence, willful misconduct or lack of good faith. The Grantor shall indemnify, defend and save harmless the Trustee from all loss or expense (including attorney's fees and expenses) arising out of or in connection with (i) its execution and performance of this Agreement, except to the extent that such loss, liability or expense is due to the negligence, willful misconduct or lack of good faith of the Trustee, or (ii) its following any instructions or other directions from the Grantor, except to the extent that its following any such instructions or direction is expressly forbidden by the terms hereof. In no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever. The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or the termination of this Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the funds in the Income Account for the payment of any claim for indemnity, or payment of its fees and reasonable expenses and disbursements, as expressly provided in this Section 8. In the event that the Trustee should withdraw funds from the Income Account in satisfaction of its fees, expenses or disbursements pursuant to this Section 8, the Beneficiary shall be liable to, and shall reimburse, the Grantor for such amounts.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting fees and expenses]), except any such expense or disbursement as may arise from the Trustee’s fraud, negligence, willful misconduct or lack of good faith. .
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor, upon receipt of an invoice from the Trustee to the Grantor and without offset to the Beneficiary's interest, (i) shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined by the Trustee from time to time and communicated in writing to the Grantor and (ii) shall pay or reimburse the Trustee for all of the Trustee's expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys' fees and expenses and reasonable accounting and consulting fees and expenses), except any such expense or disbursement as may arise from the Trustee's negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends and interest in respect of the Assets held in the Income Account as provided in Section 5 of this Agreement.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Trust Agreement, a fee computed at rates as agreed between the Grantor and the Trustee. The Grantor shall pay or reimburse the Trustee for all of the Trustee’s reasonable expenses and disbursements in connection with its duties under this Trust Agreement (including reasonable fees and expenses of any outside counsel incurred by the Trustee for legal services deemed reasonably necessary by the Trustee as a result of the Trustee’s so acting) except any such expense or disbursement as may arise from the Trustee’s negligence, willful misconduct, or lack of good faith; provided, however, that no such costs, fees or expenses shall be paid out of the Assets, but the Trustee shall be entitled to deduct its due and unpaid compensation and expenses from payments of dividends, interest and other income in respect of the Assets and deposited into the Income Account as provided in Section 9 of this Trust Agreement.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor, upon receipt of an invoice from the Trustee, (i) shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined by the Trustee from time to time and communicated in writing to the Grantor and (ii) shall pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses and reasonable accounting and consulting fees and expenses), except any such expense or disbursement as may arise from the Trustee’s negligence, willful misconduct or lack of good faith.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses and reasonable accounting and consulting fees and expenses), except any such expense or disbursement as may arise from the Trustee’s negligence, fraud, willful misconduct or lack of good faith. (b) Except for the matters for which the Beneficiary is required to indemnify and hold harmless the Trustee as set forth in Section 7(c), the Grantor hereby indemnifies the Trustee for, and holds it harmless against, any Losses howsoever arising in connection with this Agreement or the Trustee’s performance of its obligations in accordance with the provisions of this Agreement, including but not limited to any Losses incurred by the Trustee in connection with its successful defense, in whole or part, of any claim of negligence, fraud, willful misconduct or lack of good faith on its part, or Losses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of Assets, except those Losses arising out of the Trustee’s negligence, fraud, willful misconduct or lack of good faith. This indemnity shall be a continuing obligation of the Grantor and its successor and assigns, notwithstanding the termination of this Trust Agreement.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses and reasonable accounting and consulting fees and expenses), except any such expense or disbursement as may arise from the Trustee’s negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends and interest in respect of the assets held in the Income Account as provided in Section 6(a).
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at the rates set forth in Exhibit C attached hereto. The Grantor shall pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including attorney’s fees and expenses), except any such expense or disbursement as may arise from the Trustee’s gross negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses from payments of dividends, interest and other income in respect of the Assets held in the Trust Account prior to the deposit thereof to the Income Account as provided in Section 5 of this Agreement.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee's expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys' fees and expenses and reasonable accounting and consulting fees and expenses, in addition to the legal and administrative expenses and fees related to the preparation, filing and maintenance of the UCC financing statements referred to in Section 1(d) above), except any such expense or disbursement as may arise from the Trustee's negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends and interest in respect of the assets held in the Income Account as provided in Section 5 of this Agreement.
The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee's expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys' fees and expenses and reasonable accounting and consulting fees and expenses, in addition to the legal and administrative expenses and fees related to the preparation, filing and maintenance of the UCC financing statements referred to in Section 1(d) above), except any such expense or disbursement as may arise from the Trustee's negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends and interest in respect of the assets held in the Income Account as provided in Section 5 of this Agreement. (b) The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any losses (including reasonable attorneys' fees and expenses and reasonable consulting and accountants' fees and expenses) incurred or paid (other than as a result of the Trustee's negligence, willful misconduct or lack of good faith), arising out of or in connection with the performance of its duties and obligations under this Agreement, including without limitation any loss arising out of or in connection with the status of the Trustee in connection with the performance of its duties and any nominee as the holder of record of any of all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee 13 <Page> for, and holds it harmless against, any loss, liability, costs or expenses (including attorney's fees and expenses) incurred or made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or in connection with actions taken by the Trustee pursuant to any written instruction from the Beneficiary to perform any such action. The Grantor and the Beneficiary each hereby acknowledge that the foregoing indemnities shall survive the resignation of the Trustee or the termination of this Agreement. (c) No Assets shall be withdrawn from the Reserve Trust Account or used in any manner for paying compensation to, or reimbur...
