Common use of The Trustee’s Compensation, Expenses and Indemnification Clause in Contracts

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. . (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 fraud, 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 removal of the Trustee or the termination of this Agreement. (c) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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. . (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 fraud, 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 or all of the Trust Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this Agreement. (c) In addition, (A) solely for occurrences relating to a Mortgage Loan or Participation Asset prior to the date hereof or during the time such asset is held in the Trust Account, Grantor, and (B) solely for occurrences relating to a Mortgage Loan or Participation Asset after Beneficiary withdraws such asset from the Trust Account, Beneficiary, shall, defend, indemnify, and hold harmless the Trustee and its employees, officers, directors and agents from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (i) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (ii) any personal injury (including wrongful death), property damage (real or personal) or natural resource damage arising out of or related to such Hazardous Materials; (iii) any third party claim brought or threatened, settlement reached, or government order, or any legal policies or legal requirements having the force of law imposed on the Trustee, which are based upon or in any way related to such Hazardous Materials, including, without limitation, attorney and consultant fees and expenses, investigation and laboratory fees, court costs, and litigation expenses; and (iv) any violations of Environmental Law, in the case of each of clause (i), (ii) , (iii) and (iv), except to the extent arising from an affirmative act or omission of the Trustee or its employees, officers, directors or specifically authorized agents that constitutes negligence, willful misconduct or lack of good faith. Grantor and Beneficiary hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or the termination of this Agreement. (d) No Trust Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (de) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account. (f) The Trustee hereby indemnifies each of the Grantor and the Beneficiary for, and holds each of them harmless against, any losses (including reasonable attorneys’ fees and expenses) directly arising out of the performance of the Trustee’s obligations under this Agreement with respect to such Party to the extent resulting from the Trustee’s fraud, negligence, willful misconduct or lack of good faith in the performance of responsibilities specifically allocated to the Trustee by the terms of this Agreement. The Trustee hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or the termination of this Agreement.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor 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 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 to the Grantor. The Grantor and (ii) 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. . (b) The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any losses 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 fraud, 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 including, without limitation limitation, any loss 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 or all of the Assets, except where the Trustee’s performance is at the instruction or direction of a Beneficiary under Section 2(a) hereof. In addition to and not in limitation The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation of the foregoingTrustee or the termination of this Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the Beneficiary funds in the Income Account for the payment of any claim for indemnity hereunder. (c) The Beneficiaries hereby indemnifies indemnify the Trustee for, and holds it harmless against, any losses Losses (including attorney’s 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 fraud, negligence, willful misconduct or lack of good faith), arising out of or in connection with actions taken by the Trustee pursuant to any written performance of its duties and obligations under this Agreement at the instruction from the or direction of a Beneficiary to perform any such actionunder Section 2(a). The Grantor and the Beneficiary each Beneficiaries hereby acknowledge that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this Agreement. (cd) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor Beneficiary 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 and agreed to by the Beneficiary, from time to time and communicated to and agreed to in writing by to the GrantorBeneficiary. The Grantor Beneficiary shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney's fees and expenses]) incurred arising out of or paid in connection with (other than as a result i) its execution and performance of this Agreement, except to the Trustee’s fraudextent that such loss, liability or expense is due to the 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result faith of the Trustee’s fraud, negligenceor (ii) its following any instructions or other directions from the Grantor, willful misconduct except to the extent that its following any such instructions or lack of good faith), arising out of or in connection with actions taken direction is expressly forbidden by the terms hereof. In no event shall the Trustee pursuant to be liable for special, indirect or consequential loss or damage of any written instruction from the Beneficiary to perform any such actionkind whatsoever. The Grantor and the Beneficiary each hereby acknowledge acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 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 to the Grantor. The Grantor and (ii) shall also pay or reimburse the Trustee for all of the Trustee’s '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, 's negligence, willful misconduct or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses from payments of dividends and interest in respect of the Assets held in the Income Account as provided in Section 6 of this Agreement. (b) The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any losses 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 fraud, 's gross 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 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this Agreement. (c) No Assets shall be withdrawn from the Security Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Security Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Security Trust Account.

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 may be agreed to from time to time and communicated to and agreed to in writing by the Trustee and the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s reasonable expenses and disbursements in connection with the exercise of its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney’s 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. . (b) The Grantor also hereby indemnifies the Trustee for, and holds it harmless against, any losses loss, liability, costs or expenses (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney’s fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, made without negligence, willful misconduct or lack of good faith)faith on the part of the Trustee, arising out of or in connection with the performance of its duties and obligations under in accordance with the provisions of this Agreement, including including, without limitation limitation, any loss loss, liability, costs or expenses arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any or all of the Assets. In addition to and not in limitation no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits), even if the Trustee has been advised of the foregoing, the Beneficiary hereby indemnifies the Trustee for, likelihood of such loss or damage and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result regardless of the Trustee’s fraud, negligence, willful misconduct or lack form of good faith), 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 removal of the Trustee or the termination of this Agreement. (cb) No Assets The Trustee shall be withdrawn entitled to deduct its compensation and expenses from payments of dividends, interest and other income in respect to the Trust Account or used Assets held in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory but in no event shall the trust corpus be utilized for paying compensation, or otherwise) that it may assert against reimbursing expenses of the Trust AccountTrustee.

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 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 to the Grantor. The Grantor and (ii) shall also pay or reimburse the Trustee for all of the Trustee’s '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, '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 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 fraud, 's gross 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 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 or of all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal 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 reimbursement or indemnification of, the TrusteeTrustee except as set forth in Section 5. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Reserve Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Reserve Trust Account.

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 to the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s 's expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) 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 Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee forfrom all loss, and holds it harmless against, any losses liability or expense (including reasonable attorneys’ the fees and expenses [and reasonable consulting and accountants’ fees and expenses]of in house or outside counsel) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out of or in connection with the (i) its execution and performance of its duties and obligations under this Agreement, including without limitation any loss arising out of except to the extent that such loss, liability or in connection with expense is due to the status of the Trustee in connection with the performance of its duties and any nominee as the holder of record of any negligence or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result willful misconduct of the Trustee’s fraud, negligenceor (ii) its following any instructions or other directions from the Grantor, willful misconduct except to the extent that its following any such instructions or lack direction is expressly forbidden by the terms hereof. Anything in this agreement to the contrary notwithstanding in no event shall the Trustee be liable for [Logo] special, indirect or consequential loss or damage of good faithany kind whatsoever (including but not limited to lost profits), arising out of or in connection with actions taken by even if the Trustee pursuant to any written instruction from has been advised of the Beneficiary to perform any likelihood of such loss or damage and regardless of the form of action. The Grantor and the Beneficiary each hereby acknowledge acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification Indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 '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 fraud, '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 fraud, '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 or of all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses loss, liability, costs or expenses (including attorney’s fees and expenses [and reasonable consulting and accountants’ 's fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, made without negligence, willful misconduct or lack of good faith)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 removal 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 reimbursement or indemnification of, the TrusteeTrustee except as set forth in Section 5. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Reserve Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Reserve Trust Account.

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 '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 fraud, '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 fraud, '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 or 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 losses loss, liability, costs or expenses (including attorney’s fees and expenses [and reasonable consulting and accountants’ 's fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, made without negligence, willful misconduct or lack of good faith)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 removal 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 reimbursement or indemnification of, the Trustee. Trustee except as set forth in Section 5. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Reserve Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Reserve Trust Account.

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 and agreed to by the Grantor, from time to time and communicated to and agreed to in writing by to the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Trustee shall be entitled to deduct its compensation and expenses solely 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 Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ the fees and expenses [of in house or outside counsel) arising out of or in connection with (i) its execution and reasonable consulting and accountants’ fees and expenses]) incurred performance of this Agreement, except to the extent that such loss, liability or paid (other than as a result expense is due to the negligence, willful misconduct or lack of good faith of the Trustee’s fraud, 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) except for such special, indirect or consequential loss arising out of the Trustee's own 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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, negligence, willful misconduct or lack of good faith. . (b) The 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 (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred Losses howsoever arising in connection with this Agreement or paid (other than as a result of 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, negligence, willful misconduct or lack of good faith)faith on its part, arising out of or in connection with the performance of its duties and obligations under this Agreement, including without limitation any loss Losses arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any or all Assets, except those Losses arising out of the AssetsTrustee’s negligence, fraud, willful misconduct or lack of good faith. In addition This indemnity shall be a continuing obligation of the Grantor and its successor and assigns, notwithstanding the termination of this Trust Agreement. (c) The Beneficiary agrees to indemnify the Trustee and not to hold it harmless against any and all Losses which are sustained by the Trustee by reason of or as a result of (i) any negligence, bad faith or willful misconduct by the Beneficiary in limitation of any way relating to, or arising from, this Agreement, and (ii) any action taken or omitted by the Trustee pursuant to the Beneficiary’s written instructions or notices required or permitted to be given to the Trustee hereunder. Notwithstanding the foregoing, the Beneficiary hereby indemnifies shall not indemnify the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of for those Losses caused by the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out . This indemnity shall be a continuing obligation of or in connection with actions taken by the Trustee pursuant to any written instruction from the Beneficiary to perform any such action. and its successor and assigns, notwithstanding the termination of this Agreement. (d) The Grantor and the Beneficiary each hereby acknowledge acknowledges that the foregoing indemnities and Grantor payment and reimbursement obligations shall survive the resignation of the Trustee or removal discharge of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity by the Grantor hereunder. (ce) To secure repayment of the Grantor’s indemnity and payment obligations to the Trustee hereunder, the Grantor hereby grants to the Trustee, a lien on and a continuing security interest in, and pledges to, the Trustee all funds in the Income Account. No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (df) Except as expressly otherwise specifically provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 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). (b) The Without prejudice to, or limitation of, any other provision of this Agreement, the Grantor hereby indemnifies agrees to indemnify and hold harmless the Trustee for, against any and holds it harmless against, any losses (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ fees and expenses]) all Losses or Environmental Damages incurred or paid (other than sustained by the Trustee as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out of or in connection with the performance of its duties and obligations under in accordance with the provisions of this Agreement, including without limitation but not limited to any loss Losses incurred by the Trustee in connection with its successful defense, in whole or part, of any claim of negligence or willful misconduct on its part or Losses arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any the Assets, provided, however, that the Grantor shall not indemnify the Trustee for those Losses or all Environmental Damages arising out of the AssetsTrustee’s negligence, willful misconduct or lack of good faith. This indemnity shall be a continuing obligation of the Grantor, it successors and assigns, notwithstanding the resignation or discharge of the Trustee or the termination of this Agreement. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies agrees to indemnify the Trustee for, and holds to hold it harmless against, against any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred all Losses which are sustained by the Trustee by reason of or paid (other than as a result of any action taken or omitted by the Trustee pursuant to the Beneficiary’s written instructions or notices required or permitted to be given to the Trustee by the Beneficiary hereunder. Notwithstanding the foregoing, the Beneficiary shall not indemnify the Trustee for those Losses caused by the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out . This indemnity shall be a continuing obligation 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 removal of the Trustee or its successors and assigns, notwithstanding the termination of this Agreement. (c) The Grantor and Beneficiary hereby acknowledge that the foregoing indemnities and Grantor payment and reimbursement obligations shall survive the resignation or discharge of the Trustee or the termination of this Agreement and hereby grant 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 compensation, reimbursement or indemnity hereunder. (d) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (de) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) and perfection rights that it may assert against the Assets or the Trust Account other than the Income Account. (f) Subject to the terms hereof, the Grantor and the Beneficiary each hereby authorizes the Trustee to hold any Assets or Income received by it from time to time for the Trust Account. The Trustee shall be entitled to utilize Depositories and Subcustodians to the extent possible in connection with its performance hereunder. Assets and Income deposited by the Trustee in a Depository will be held subject to the rules, terms and conditions of such Depository. Assets and Income thereon held through Subcustodians shall be held subject to the terms and conditions of the Trustee’s agreements with such Subcustodians. Subcustodians may be authorized to hold Assets in central securities depositories or clearing agencies in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Assets deposited with Subcustodians and Income thereon will be held in a commingled account in the name of the Trustee as custodian or trustee for its customers. The Trustee shall identify on its books and records the Assets and Income held in the Trust Account, whether held directly or indirectly through Depositories or Subcustodians. The Trustee will endeavor, to the extent practicable, to hold securities in the country or other jurisdiction in which the principal trading market for such securities is located, where such Assets are to be presented for cancellation and/or payment and/or registration, or where such Assets are acquired. The Trustee may hold cash only in United States legal tender and may deposit such cash with, and effect transactions through, Subcustodians and Depositories. In each country in which cash is held, it will be held only in United States legal tender and (except as otherwise be provided in this Agreement) may be held in non-interest bearing commingled bank accounts in the name of the Trustee and the Trustee will record, on its books and records, the Trust Account’s entitlement to such cash. Subject to the terms hereof, Assets may be held in the name of a nominee maintained by the Trustee or by any such Depository. The Trustee shall have no liability whatsoever for the action or inaction of any such Depository or for any losses resulting from the maintenance of Assets with such Depository. (g) The Trustee’s responsibility with respect to any Assets or Income held by a Subcustodian (other than any Subcustodian affiliated with the Trustee) is limited to the failure on the part of the Trustee to exercise reasonable care in the selection or retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any Losses incurred by the Grantor and/or the Beneficiary as a result of the acts or the failure to act by any Subcustodian (other than any Subcustodian affiliated with the Trustee), the Trustee shall take appropriate action to recover such Losses from such Subcustodian; and the Trustee’s sole responsibility and liability to the Grantor and/or the Beneficiary shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by the Trustee); provided, however, that, notwithstanding anything in this Section 9(g) to the contrary, the Trustee shall be responsible for any and all losses incurred by the Grantor and/or the Beneficiary as a result of the acts or failure to act by any Subcustodian affiliated with the Trustee that constitute negligence, fraud, bad faith or willful misconduct on the part of such affiliated Subcustodian. In no event shall the Trustee be liable for holding Assets in any particular country or for Losses related to or arising out of such holding, including losses resulting from nationalization, expropriation or other governmental actions, regulations, exchange or currency controls, devaluations or market conditions affecting transfers, or execution of transactions. (h) The Trustee shall have no responsibility or liability for, and the Grantor is solely responsible and liable for the payment of and obtaining reclaims, refunds and credits, where applicable, of all taxes assessments, duties, and other governmental charges (including any interest or penalties with respect thereto) with respect to the Assets or the Trust Account. With respect to the payment of taxes, in the event the Trustee or any Subcustodian is required under applicable law to pay any tax, duty or other governmental charge or any interest or penalty with respect thereto in connection with its services hereunder, the Trustee is hereby authorized to debit the Trust Account in the amount thereof and to pay such amount to the appropriate taxing authority. With respect to tax reclaims, refunds and credits, for each country in which the Trustee holds in the Trust Account Assets and a tax reclaim, refund or credit may be available, the Trustee will submit such forms as are necessary to the appropriate tax or other Governmental Authorities and take such action as is reasonable to obtain such benefits and, where such forms must be completed by the Grantor, will provide the Grantor with the appropriate forms and otherwise assist the Grantor to obtain such tax benefits.

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. . (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 fraud, 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this Agreement. (c) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account. (e) The Trustee hereby indemnifies each of the Grantor and the Beneficiary for, and holds each of them harmless against, any losses (including reasonable attorneys’ fees and expenses) directly arising out of the performance of the Trustee’s obligations under this Agreement with respect to such party to the extent resulting from the Trustee’s fraud, negligence, willful misconduct or lack of good faith in the performance of responsibilities specifically allocated to the Trustee by the terms of this agreement. The Trustee hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or the termination of this Agreement.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor Beneficiary 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 and agreed to by the Beneficiary, from time to time and communicated to and agreed to in writing by to the GrantorBeneficiary. The Grantor Beneficiary shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney's fees and expenses]) incurred arising out of or paid in connection with (other than as a result 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’s fraud, 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) except for such special, indirect or consequential loss arising out of the Trustee's own 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor Beneficiary 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 and agreed to by the Beneficiary, from time to time and communicated to and agreed to in writing by to the GrantorBeneficiary. The Grantor Beneficiary shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney's fees and expenses]) incurred arising out of or paid in connection with (other than as a result 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 -11- of the Trustee’s fraud, 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) except for such special, indirect or consequential loss arising out of the Trustee's own 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 to the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s 's expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) 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 Grantor also hereby indemnifies the Trustee for, and holds it harmless against, any losses loss, liability, costs or expenses (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney's fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, made without negligence, willful misconduct or lack of good faith)faith on the part of the Trustee, arising out of or in connection with the performance of its duties and obligations under in accordance with the provisions of this Agreement, including without limitation any loss loss, liability, costs or expenses arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, except that to the extent the Trustee advances funds to the Trust Account for disbursements or to effect the settlement of purchase transactions, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against shall be entitled to collect from the Trust Account, and waives any lien (statutory or otherwise) that it may assert against Account the Trust Accountprincipal amount so advanced. The Trustee shall also be entitled to payment of an amount equal to the "federal funds" interest rate on the sums advanced.

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 and agreed to by the Grantor, from time to time and communicated to and agreed to in writing by to the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends, interest and other income in respect of the Assets held in the trust fund prior to the deposit thereof to the Income Account as provided in Section 5 of this Agreement. The Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ the fees and expenses [of in house or outside counsel) arising out of or in connection with (i) its execution and reasonable consulting and accountants’ fees and expenses]) incurred performance of this Agreement, except to the extent that such loss, liability or paid (other than as a result expense is due to the negligence, willful misconduct or lack of good faith of the Trustee’s fraud, 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) except for such special, indirect or consequential loss arising out of the Trustee's own 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (cb) No Assets shall be withdrawn from the Trust Account fund or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 the rates for services of this sort, as determined set forth in good faith by the Trustee from time to time and communicated to and agreed to in writing by the GrantorExhibit C attached hereto. 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 attorney’s fees and expenses]), except any such expense or disbursement as may arise from the Trustee’s fraud, 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. (b) The Grantor hereby indemnifies shall indemnify and save harmless the Trustee forfrom all loss, and holds it harmless against, any losses liability or expense (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ fees and expenses]of in house or outside counsel) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out of or from any action taken in connection accordance with the performance of its duties and obligations under this Agreement, including without limitation any loss Grantor’s instructions or arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any the Assets in connection with (i) this Agreement or all of (ii) the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result performance of the Trustee’s fraudduties hereunder, provided that nothing contained herein shall require that the Trustee be indemnified or held harmless for its negligence, willful misconduct or misconduct, lack of good faith), arising out faith or breach of or in connection with actions taken by the Trustee pursuant to any written instruction from the Beneficiary to perform any such actionits obligations under this Agreement. The Grantor and the Beneficiary each hereby acknowledge acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (c) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the TrusteeTrustee or the Asset Manager. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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. . (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 fraud, 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 removal of the Trustee or the termination of this Agreement. (c) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the The Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account. (e) The Trustee hereby indemnifies each of the Grantor and the Beneficiary for, and holds it harmless against, any losses (including reasonable attorneys’ fees and expenses) arising out of the performance of the Trustee’s obligations under this Agreement with respect to such party to the extent resulting from the Trustee’s fraud, negligence, willful misconduct or lack of good faith. The Trustee hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this Agreement.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor and the Beneficiary each shall pay the Trustee, as compensation for its services under this Trust Agreement, a fee fifty percent of the Trustee's fee, which shall be computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee may be agreed to from time to time and communicated to and agreed to in writing by between the GrantorTrustee, and the Grantor and the Beneficiary. The Grantor and the Beneficiary each shall also pay or reimburse the Trustee for all of the Trustee’s 's expenses and disbursements in connection with its duties under this Trust Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faithfaith and except that the Grantor alone shall indemnify the Trustee for any such expense or disbursement that arises from any demand, claim or assertion of a right by the Grantor to prevent a withdrawal by the Beneficiary. . (b) The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any losses loss, liability, costs or expenses (including reasonable attorneys’ fees and expenses [and reasonable consulting and accountants’ attorney's fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, made without negligence, willful misconduct or lack of good faith)faith on the part of the Trustee, arising out of or in connection with the performance of its duties and obligations under in accordance with the provisions of this Trust Agreement, including without limitation any loss loss, liability, costs or expenses arising out of or in connection with the status of the Trustee in connection with the performance of and its duties and any nominee as the holder of record of any or all of the Assets. In addition The Trustee shall be entitled to deduct its compensation and not expenses from payments of dividends, interest and other income in limitation respect of the foregoing, Assets held in the Beneficiary hereby indemnifies Trust Account prior to distribution to the Grantor as provided in Section 5 of this Agreement. In no event shall the Trustee forbe liable for indirect, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred special or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), arising out of or in connection with actions taken by the Trustee pursuant to any written instruction from the Beneficiary to perform any such actionconsequential damages. The Grantor and the Beneficiary each hereby acknowledge acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal the termination of this Trust Agreement. The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation or discharge of the Trustee or the termination of this AgreementAgreement and hereby grants the Trustee a lien, right of set-off and security interest in such distributable dividends, interest and other income for the payment of any claim for compensation, reimbursement or indemnity hereunder. (cb) No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.

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 and agreed to by the Grantor, from time to time and communicated to and agreed to in writing by to the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s 's reasonable expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses [and reasonable accounting and consulting attorney's fees and expenses]), except any such expense expense, or disbursement as may arise from the Trustee’s fraud, 's negligence, willful misconduct or lack of good faith. . (b) The Trustee shall be entitled to deduct its compensation and expenses solely from payments of dividends, interest and other income in respect of the assets held in the trust fund prior to the deposit thereof to the Income Account as provided in Section 5 of this Agreement. The Grantor hereby indemnifies shall indemnify, defend and save harmless the Trustee for, and holds it harmless against, any losses from all loss or expense (including reasonable attorneys’ the fees and expenses [of in house or outside counsel) arising out of or in connection with (i) its execution and reasonable consulting and accountants’ fees and expenses]) incurred performance of this Agreement, except to the extent that such loss, liability or paid (other than as a result expense is due to the negligence, willful misconduct or lack of good faith of the Trustee’s fraud, 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) except for such special, indirect or consequential loss arising out of the Trustee's own 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 or all of the Assets. In addition to and not in limitation of the foregoing, the Beneficiary hereby indemnifies the Trustee for, and holds it harmless against, any losses (including attorney’s fees and expenses [and reasonable consulting and accountants’ fees and expenses]) incurred or paid (other than as a result of the Trustee’s fraud, negligence, willful misconduct or lack of good faith), 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 acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or removal of the Trustee or the termination of this AgreementAgreement 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 compensation, reimbursement or indemnity hereunder. (cb) No Assets assets shall be withdrawn from the Trust Account fund or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (d) Except as expressly provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account.