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

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 Beneficiary Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined as may be agreed to from time to time in writing by the Trustee and agreed to by the Beneficiary, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor shall pay or reimburse the Trustee for all of the Trustee's ’s reasonable expenses and disbursements in connection with the exercise of its duties under this Agreement (including attorney's ’s fees and expenses), except any such expense, expense or disbursement as may arise from the Trustee's ’s negligence, willful misconduct or lack of good faith. The Grantor shall indemnify, defend and save harmless also hereby indemnifies the Trustee from all loss for, and holds it harmless against, any loss, liability, costs or expense expenses (including attorney's ’s fees and expenses) arising out of incurred 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 made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or (ii) in connection with the performance of its following obligations in accordance with the provisions of this Agreement, including, without limitation, any instructions loss, liability, costs or other directions from expenses arising out of or in connection with the Grantor, except to status of the extent that Trustee and its following any such instructions or direction is expressly forbidden by nominee as the terms hereofholder of record of the Assets. 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 whatsoever (including, without limitation, lost profits), even if the foregoing indemnities shall survive the resignation Trustee has been advised of the Trustee likelihood of such loss or damage and regardless of the termination form 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 amountsaction.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor 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 BeneficiaryGrantor, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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 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 shall indemnify, defend and save harmless the Trustee from all loss or expense (including attorney's the fees and expensesexpenses of in house or outside counsel) 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 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 whatsoeverwhatsoever (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. 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor 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 BeneficiaryGrantor, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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 the fees and expensesexpenses of in house or outside counsel) 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

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 -11- 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 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 whatsoeverwhatsoever (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. 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 amountsindemnity hereunder.

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 rates determined by the Trustee and as may be agreed to by the Beneficiary, from time to time and communicated in writing to between the Trustee, and the Grantor and the Beneficiary. The Grantor and the Beneficiary each 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 attorney's fees and expenses), except any such expense, expense or disbursement as may arise from the Trustee'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. The Grantor shall indemnify, defend and save harmless hereby indemnifies the Trustee from all loss for, and holds it harmless against, any loss, liability, costs or expense expenses (including attorney's fees and expenses) arising out of incurred 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 made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or (ii) in connection with the performance of its following obligations in accordance with the provisions of this Trust Agreement, including any instructions loss, liability, costs or expenses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of the Assets. The Trustee shall be entitled to deduct its compensation and expenses from payments of dividends, interest and other directions from income in respect of the Grantor, except Assets held in the Trust Account prior to distribution to the extent that its following any such instructions or direction is expressly forbidden by the terms hereofGrantor as provided in Section 5 of this Agreement. In no event shall the Trustee be liable for specialindirect, indirect special or consequential loss or damage of any kind whatsoeverdamages. The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation of the Trustee or 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 Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the funds in the Income Account such distributable dividends, interest and other income for the payment of any claim for indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor 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 BeneficiaryGrantor, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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 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 shall indemnify, defend and save harmless the Trustee from all loss or expense (including attorney's the fees and expensesexpenses of in house or outside counsel) 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 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 whatsoeverwhatsoever (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. 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined by the Trustee and agreed to by the Beneficiary, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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, 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 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 shall indemnify, defend and save harmless also hereby indemnifies the Trustee from all loss for, and holds it harmless against, any loss, liability, costs or expense expenses (including attorney's fees and expenses) arising out of incurred 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 made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or (ii) in connection with the performance of its following obligations in accordance with the provisions of this Agreement, including any instructions loss, liability, costs or other directions from expenses arising out of or in connection with 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 status of the Trustee be liable for special, indirect or consequential loss or damage and its nominee as the holder of any kind whatsoeverrecord of the Assets. 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor 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 BeneficiaryGrantor, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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 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 shall indemnify, defend and save harmless the Trustee from all loss or expense (including attorney's the fees and expensesexpenses of in house or outside counsel) 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 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 whatsoeverwhatsoever (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. 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

The Trustee’s Compensation, Expenses and Indemnification. (a) The Beneficiary Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined by the Trustee and agreed to by the Beneficiary, from time to time and communicated in writing to the BeneficiaryGrantor. The Beneficiary Grantor 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 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 shall indemnify, defend and save harmless the Trustee from all loss loss, liability or expense (including attorney's the fees and expensesexpenses of in house or outside counsel) 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, negligence or 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 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 any kind whatsoeverwhatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 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 indemnitycompensation, reimbursement 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 amountsindemnity hereunder.

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 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 whatsoeverwhatsoever (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. 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 amountsindemnity hereunder.