Common use of Compensation and Indemnification of Trustee and Its Prior Claim Clause in Contracts

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will Company covenants and agrees to pay to the Trustee (acting in any capacity hereunder) from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed upon to from time to time in writing for its services. The compensation of between the Company and the Trustee is in Dollars (which shall not be limited by any provision of law on with respect to the compensation of a trustee of an express trust. The Issuer will ) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request in Dollars for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the Trustee, provisions of this Indenture (including the reasonable compensation and the compensation, fees, expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) ), except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faithwillful misconduct. The Issuer Company and the Guarantors, jointly and severally, also covenants covenant to indemnify the Trustee, its directors, officers, employees and agents Trustee (acting in any capacity hereunder) and each predecessor Trustee, its directors, officers, employees Trustee and their respective agents for, and to hold each of them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), except those incurred through the Trustee’s own negligence or willful misconduct (as adjudicated by a court of competent jurisdiction in a final, non-appealable judgment), arising out of or in connection with the acceptance or administration of the this Indenture or the trust or trusts hereunder and the performance of its duties hereunder and under the Securitieshereunder, including the costs and expenses of enforcing the provisions of this Indenture (including this Section 6.6), defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, a Holder or any other Person) of liability in the premises and in connection with the costs exercise or performance of any of its powers or duties hereunder. The Trustee shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Company shall pay the fees and expenses of defending itself against any such separate counsel. The obligations of the Company and the Guarantors under this Section 6.6 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or liability collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim and such claim shall survive the resignation or removal of complying the Trustee. When the Trustee incurs expenses or renders services in connection with any process served upon it or any an Event of Default specified in Section 5.1(e) hereof, the expenses (including the fees, charges and expenses of its officerscounsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, except to the extent such loss liability insolvency or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to actother similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee Trustee of an express trust. The Issuer Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer Company also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act).

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder (including enforcing this Section 5.07) and the performance of its duties hereunder and under the Securities, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the gross negligence or bad faith willful misconduct of the Trustee or such predecessor Trustee, respectively, as determined by a final order of a court of competent jurisdiction. Anything in the Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) unless it shall be proved that the Trustee acted in bad faith with willful misconduct or was grossly negligent in acting or failing to act, as determined by a final order of a court of competent jurisdiction.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee Trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee Trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable expenses (including out-of-pocket expenses), disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its gross negligence or bad faithwillful misconduct. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any and all loss, damage, claims, liability or expense expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the Indenture trust or the trusts hereunder and the performance of its duties hereunder and under the Securitieshereunder, including the costs and expenses of defending itself against or investigating any claim of (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the premises and the costs and expenses exercise or performance of defending itself against any claim or liability and of complying with any process served upon it or any of its officerspowers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss loss, damage, claim, liability or expense is due to the Trustee’s or any predecessor Trustee’s own gross negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to actwillful misconduct.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, Trustee (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) ), except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer and the Guarantors, jointly and severally, also covenants covenant to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by the Issuer, a Guarantor, any Holder or any other Person) in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, or in connection with enforcing the provisions of this Section 5.07, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will and the Guarantor agree, jointly and severally, to pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will and the Guarantor agree, jointly and severally, to reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer and the Guarantor also covenants covenant to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture to the contrary notwithstanding, in no event shall Expenses incurred by the Trustee be liable for special, indirect or consequential loss or damage in connection with an Event of any kind whatsoever Default specified in Section 4.01 (including but not limited the reasonable charges and expenses of its counsel) and the Trustee’s compensation for any services rendered in connection therewith are intended to lost profits) unless it shall be proved that the Trustee acted in bad faith constitute expenses of administration under any applicable Federal or was grossly negligent in acting state bankruptcy, insolvency or failing to actother similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee Trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officersofficers and the enforcement of the Indenture (including this section), except to the extent such loss liability or expense is due to the negligence or bad faith willful misconduct of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, Trustee (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) ), except to the extent any such expense, disbursement or advance may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to act.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as agreed the Company and the Trustee may agree upon in writing for its services. The compensation of the Trustee is (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Issuer ) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee, Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the documented expenses and disbursements of its counsel and of all agents and other Persons persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer Company also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trustee, its directors, officers, employees and agents Trustee for, and to hold each of them it harmless against, any loss, damage, claim, loss, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securitiesthis trust, including the costs and expenses reasonably incurred of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. Anything in the Indenture 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) unless it shall be proved that the Trustee acted in bad faith or was grossly negligent in acting or failing to actpremises.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its the Trustee’s gross negligence or bad faithwillful misconduct as determined by a final order of a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee, its directors, officers, employees and agents and each predecessor Trusteeagents, its directors, officers, employees and agents for, and to hold each of them harmless against, any fees, damages, costs, loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs) arising out of or in connection with the acceptance or administration of the Indenture or the trusts hereunder (including enforcing this Section 5.07) and the performance of its duties hereunder and under the Securities, including the costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to indemnification, and of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the gross negligence or bad faith willful misconduct of the Trustee or such predecessor Trustee, as determined by a final order of a court of competent jurisdiction. Anything in the Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) unless it shall be proved that even if the Trustee acted in bad faith has been advised of the possibility of such losses or was grossly negligent in acting or failing to actdamages and regardless of the form of action.