Common use of Compensation of Trustee Clause in Contracts

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall be payable quarterly in an amount equal to one-fourth of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to the benefits to the Trustee that may result from reasonable cash balances in the Income Account and the Principal Account. The Trustee shall be indemnified and held harmless against any loss or liability accruing to it without negligence, bad faith or wilful misconduct on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given by the Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenture. If the cash balances in the Income and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on the Trust prior to the interests of the Unit Holders.

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall be payable quarterly in an amount equal to one-fourth of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to its Ordinary Trustee’s Fees and Expenses in connection with the benefits 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 to the Trustee that may result from reasonable cash balances extent moneys are available therefor, in the Income Account and the Principal Accountaccordance with Section 4.06 hereof, exclusive of Extraordinary Services. The Trustee shall be entitled to Extraordinary Trustee’s Fees and Expenses in connection with any Extraordinary Services performed consistent with its duties hereunder; provided, the Trustee shall not incur any Extraordinary Trustee’s Fees and Expenses without the consent of the Credit Facility Provider (except that no consent shall be required if an Event of Default under 6.01(b) has occurred and is continuing). If any property, other than cash, shall at any time be held by the Trustee subject to this Indenture, or any supplemental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other liens or encumbrances thereon. Pursuant to the Financing Agreement, the Trustee shall also be indemnified by the Borrower for, and held harmless against against, any loss loss, liability, expense or liability accruing to it advance incurred or made without negligence, bad faith negligence or wilful willful misconduct on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this Trusttrust, including the costs and expenses (including counsel fees) of defending itself against any claim of or liability in connection with the premises and including any loss, liability or expense incurred in acting pursuant to directions Project. Payment to the Trustee given by the Depositor from time for its services and reimbursement to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Trustee deems necessary for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in its discretion to protect Section 4.06 hereof and in the Trust and the rights and interests of Unit Holders pursuant Financing Agreement. The Issuer shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of this Indenture. If Section 7.09 hereof, the cash balances Trustee agrees that it shall continue to perform its duties hereunder even in the Income and Principal Accounts event that moneys designated for payment of its fees shall be insufficient for such purposes or in the event that the Borrower fails to provide for amounts payable pursuant to this Section 6.04 pay the Trustee shall have Ordinary Trustee’s Fees and Expenses, as required by the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on the Trust prior to the interests of the Unit HoldersFinancing Agreement.

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall be payable quarterly in an amount equal to one-fourth of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to its Ordinary Trustee’s Fees and Expenses in connection with the benefits 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 of the Trustee hereunder or under any Bond Financing Document to the Trustee that may result from reasonable cash balances extent money is available therefor, in the Income Account and the Principal Accountaccordance with Section 4.06 hereof, exclusive of Extraordinary Services. The Trustee shall be indemnified entitled to Extraordinary Trustee’s Fees and held harmless against any loss or liability accruing to it without negligence, bad faith or wilful misconduct on its part, arising out of or Expenses in connection with any Extraordinary Services performed consistent with the acceptance duties hereunder or administration under any of the Bond Financing Documents; provided the Trustee shall not incur any Extraordinary Trustee’s Fees and Expenses without the consent of the Credit Facility Provider (except that no consent shall be required if an Event of Default under 6.01(b) has occurred and is continuing). If any property, other than cash, shall at any time be held by the Trustee subject to this TrustIndenture, including or any supplemental indenture, as security for the costs Bonds, the Trustee, if and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the Depositor from time instrument subjecting such property to time in accordance with the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or in undertaking actions from time of discharging tax liens or other liens or encumbrances thereon. Payment to time which the Trustee deems necessary for its services and reimbursement to the Trustee for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in its discretion Section 4.06, 4.11 and 6.05 hereof and in the Financing Agreement. Remarketing proceeds and proceeds of draws on the Credit Facility shall not be used to protect pay or reimburse the Trust and the rights and interests of Unit Holders pursuant Trustee for any such amounts. The Issuer shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of this Indenture. If Section 7.09 hereof, the cash balances Trustee agrees that it shall continue to perform its duties hereunder (including, but not limited to, its duties as Paying Agent and Bond Registrar) and under the Bond Financing Documents even in the Income and Principal Accounts event that money designated for payment of its fees shall be insufficient for such purposes or in the event that the Borrower fails to provide for amounts payable pursuant to this Section 6.04 pay the Ordinary Trustee’s Fees and Expenses or, if applicable, the Extraordinary Trustee’s Fees and Expenses as required by the Financing Agreement. The Borrower shall indemnify and hold harmless the Trustee and its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and servants, past, present or future, from and against (a) any and all claims by or on behalf of any person arising from any cause whatsoever in connection with this Indenture or transactions contemplated thereby, the Project, or the issuance, offering, sale or remarketing of the Bonds; (b) any and all claims arising from any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, or the issuance, offering, sale or remarketing of the Bonds; and (c) all costs, counsel fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon; except that the Borrower shall not be required to indemnify any person for damages caused by the gross negligence, willful misconduct or unlawful acts of such person or which arise from events occurring after the Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim made against the Trustee, or any of its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants or servants, with respect to which indemnity may be sought hereunder, the Borrower, upon written notice thereof from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The indemnified party shall have the power right to sell (i) Securities from approve a settlement to which it is a party and to employ separate counsel in any such action or proceedings and to participate in the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretioninvestigation and defense thereof, and to apply the proceeds Borrower shall pay the reasonable fees and expenses of any such sale in payment of the amounts payable pursuant to this Section 6.04separate counsel. The Trustee shall promptly notify the Depositor provisions of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on survive the Trust prior to the interests termination of the Unit Holdersthis Indenture.

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall be payable quarterly in an amount equal to one-one fourth of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computedeach quarter. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses (including legal, auditing and printing expenses expenses) of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor Sponsor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred by the Distribution Agent hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition Any fee which may be payable to the foregoing compensation, as part of the Trustee's compensation Agent for ordinary its services performed under this Indenture, the Trustee shall be entitled rendered pursuant to the benefits to the Trustee that Distribution Agency Agreement as provided for in Section 3.01 thereof is not a trustee's fee and may result from reasonable cash balances in the Income Account and the Principal Accountnot be so charged. The Trustee shall be indemnified and held harmless against any loss or liability accruing to it without negligence, bad faith or wilful willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given by the Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenturepremises. If the cash balances in the Income and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by a lien on the Trust prior to the interests of the Unit Holders.

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall accrue daily and be payable quarterly on each Record Date in an amount equal to one-twelfth, one-fourth or one-half (based on the number of ordinary Trust distributions) of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; providedPROVIDED, howeverHOWEVER, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further providedFURTHER PROVIDED, howeverHOWEVER, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including (including, but not limited to legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units Units, and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee Incurred hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to the benefits to the Trustee that may result from reasonable cash balances in the Income Account and the Principal Account). The Trustee shall be indemnified and held harmless against any loss or liability accruing to it without gross negligence, bad faith or wilful willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given by the Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenturepremises. If the cash balances in the Income and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by a lien on the Trust prior to the interests of the Unit Holders.

Compensation of Trustee. For The Trustee shall receive at the times and in the manner set forth in Section 3.04 as compensation for performing the usual, ordinary, normal and recurring services performed under this Indenture Agreement during the preceding month an amount equal to the amount specified as compensation for the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such The rate of such compensation shall may be payable quarterly periodically adjusted in an amount equal response to onefluctuations in short-fourth of term interest rates (reflecting the estimated annual compensation of cost to the Trustee of advancing funds to a Trust to meet scheduled distributions) and shall may be computed on increased by the basis Trustee from time to time, without the consent or approval of any Unitholder or the greatest amount of Units in Depositor, by amounts not exceeding the Trust at any time proportionate increase, during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time date of such adjustment, exceed the percentage of the total increase, after Trust Agreement to the date hereofof any such increase, in consumer prices for services as measured last published prior to each such date under the classification "All Services Less Rent of Shelter" in the Consumer Price Index For All Urban Consumers (CPI-U) U.S. City Average, not seasonally adjusted, based 1982 - 84 = 100, published by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" orLabor. In the event that such classification ceases to incorporate a significant number of items, or if a substantial change is made in the method of establishing such Index is no longer publishedclassification, then the classification shall be adjusted in a similar index fair and reasonable manner to the figure that would have resulted had no substantial change occurred in the manner of computing such classification. In the event that such classification (or a successor or substitute index) is not available, such governmental or other service or publication as determined by shall evaluate the Trustee and Depositor. Further provided, however, that information in substantially the right of same manner as the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, aforesaid classification shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to aboveused in lieu thereof. The consent or concurrence of any Unit Holder Trustee shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for also receive, at the usual normal times and proper functions undertaken as Trustee pursuant to this Indenture andin the manner set forth in Section 3.04, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust reimbursement for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder (except as set forth in Section 8.01(e)), including legal and auditing expenses and additional compensation for any extraordinary services performed hereunder, which extraordinary services shall include but not be limited to, all costs and expenses incurred by the Trustee hereunder. In addition in making any annual or other reports pursuant to Section 8.03, or in making any distribution of cash attributable to failed contracts covering Contract Obligations in accordance with Section 3.04; provided, however, that the foregoing compensation, amount of any such charge which has not been finally determined as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee any Distribution Date may be estimated and any necessary adjustments shall be entitled to the benefits to the Trustee that may result from reasonable cash balances made in the Income Account and the Principal Accountsucceeding period. The Trustee shall be indemnified ratably from the Trust Funds and held harmless against any loss loss, liability or liability accruing to it expense incurred without gross negligence, bad faith faith, willful misconduct or wilful misconduct reckless disregard of its duties on its part, the part of the Trustee arising out of or in connection with the acceptance or administration of this Trusttrust, including the costs and expenses (including counsel fees) of defending itself against any claim of or liability in the premises premises. The Trustee's normal and including any loss, liability or expense incurred in acting pursuant to directions to extraordinary compensation and reimbursement of the above-mentioned expenses and losses shall be charged by the Trustee given by against the Depositor from time to time Interest and Principal Accounts of the appropriate Trust Funds in accordance with the provisions of this Indenture Section 3.04 on or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenturebefore each Distribution Date. If the cash balances in the Income Interest and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 8.05, the Trustee shall have the power to sell (i) Securities from Bonds in the current list of Securities designated to be sold pursuant to manner provided in Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities Bonds made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on the Trust prior to the interests of the Unit Holders8.05.

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall be payable quarterly in an amount equal to one-fourth of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; provided, however, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to its Ordinary Trustee’s Fees and Expenses in connection with the benefits 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 of the Trustee hereunder or under any Bond Financing Document to the Trustee that may result from reasonable cash balances extent money is available therefor, in the Income Account and the Principal Accountaccordance with Section 4.06 hereof, exclusive of Extraordinary Services. The Trustee shall be indemnified entitled to Extraordinary Trustee’s Fees and held harmless against any loss or liability accruing to it without negligence, bad faith or wilful misconduct on its part, arising out of or Expenses in connection with any Extraordinary Services performed consistent with the acceptance duties hereunder or administration under any of the Bond Financing Documents; provided the Trustee shall not incur any Extraordinary Trustee’s Fees and Expenses without the consent of the Credit Facility Provider (except that no consent shall be required if an Event of Default under Section 6.01(b) hereof has occurred and is continuing) and the Construction Lender. If any property, other than cash, shall at any time be held by the Trustee subject to this TrustIndenture, including or any supplemental indenture, as security for the costs Bonds, the Trustee, if and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the Depositor from time instrument subjecting such property to time in accordance with the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or in undertaking actions from time of discharging tax liens or other liens or encumbrances thereon. Payment to time which the Trustee deems necessary for its services and reimbursement to the Trustee for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in its discretion the Financing Agreement and in Sections 4.06, 4.11 and 6.05 hereof. Proceeds of draws on the Credit Facility shall not be used to protect pay or reimburse the Trust and the rights and interests of Unit Holders pursuant Trustee for any such amounts. The Issuer shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of this Indenture. If the cash balances in the Income and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on the Trust prior to the interests of the Unit Holders.of

Compensation of Trustee. For services performed under this Indenture the Trustee shall be paid an annual fee in an amount set forth in Part II of the Reference Trust Agreement. Such compensation shall accrue daily and be payable quarterly on each Record Date in an amount equal to one-twelfth, one-fourth or one-half (based on the number of Trust distributions) of the estimated annual compensation of the Trustee and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the period with respect to which such compensation is being computed. The Trustee may from time to time adjust its compensation as set forth above; providedPROVIDED, howeverHOWEVER, that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index as determined by the Trustee and Depositor. Further providedFURTHER PROVIDED, howeverHOWEVER, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture and, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all expenses including (including, but not limited to legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units Units, and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder including all expenses in connection with the transfer and registration in the name of the distributee of Securities distributed in-kind and additional compensation for any extraordinary services performed by the Trustee hereunder. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee shall be entitled to the benefits to the Trustee that may result from reasonable cash balances in the Income Account and the Principal Account). The Trustee shall be indemnified and held harmless against any loss or liability accruing to it without gross negligence, bad faith or wilful willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises and including any loss, liability or expense incurred in acting pursuant to directions to the Trustee given by the Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenturepremises. If the cash balances in the Income and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by a lien on the Trust prior to the interests of the Unit Holders.

Compensation of Trustee. For The Trustee shall receive at the times and in the manner set forth in Section 3.04 as compensation for performing the usual, ordinary, normal and recurring services performed under this Indenture Agreement during the preceding month an amount equal to the amount specified as compensation for the Trustee in the Prospectus. During the first year, such compensation shall be paid an annual fee in an reduced by the amount set forth in Part II the Prospectus which amount represents the amount of interest which accrues on any "when-issued" Bonds and any Bonds otherwise delivered after the First Settlement Date between the First Settlement Date of the Reference respective Trust Agreementand the respective dates of delivery of any Bonds. The Depositor shall reimburse the Trustee for such reduction on or before the First Settlement Date of the Trust. Such compensation fee shall be payable quarterly in an amount equal to one-fourth of the estimated annual compensation of the Trustee accrue daily and shall be computed on the basis of the greatest largest par amount of Units in the Bonds held by a Trust at any time during the period with respect to which such compensation is being computedpaid. The Trustee may periodically adjust the compensation provided for pursuant to this paragraph (i) in response to fluctuations in short-term interest rates and average cash balances of the Trust accounts (reflecting the cost to the Trustee of advancing funds to a Trust and changes in anticipated earnings on cash balances) and (ii) in addition, may from time to time time, without the consent or approval of any Unitholder or the Depositor, adjust such portion of its compensation fee as set forth above; providedis not computed by reference to the cash balance in the Trust accounts by amounts not exceeding the proportionate increase, however, that total adjustment upward does not, at during the time period from the date of such adjustment, exceed the percentage of the total increase, after Agreement to the date hereofof any such increase, in consumer prices for services as measured last published prior to each such date under the classification "All Services Less Rent of Shelter" in the Consumer Price Index For All Urban Consumers (CPI-U) U.S. City Average, not seasonally adjusted, based 1982 - 84 = 100, published by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" orLabor. In the event that such classification ceases to incorporate a significant number of items, or if a substantial change is made in the method of establishing such Index is no longer publishedclassification, then the classification shall be adjusted in a similar index fair and reasonable manner to the figure that would have resulted had no substantial change occurred in the manner of computing such classification. In the event that such classification (or a successor or substitute index) is not available, such governmental or other service or publication as determined by shall evaluate the Trustee and Depositor. Further provided, however, that information in substantially the right of same manner as the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, aforesaid classification shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of notification to the Depositor within 60 days following the publication of the annual consumer price information referred to aboveused in lieu thereof. The consent or concurrence of any Unit Holder Trustee shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for also receive, at the usual normal times and proper functions undertaken as Trustee pursuant to this Indenture andin the manner set forth in Section 3.04, in addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust reimbursement for any and all expenses including legal, auditing and printing expenses of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, and disbursements incurred hereunder (except as set forth in Section 8.01(e)), including legal and auditing expenses and additional compensation for any extraordinary services performed hereunder, which extraordinary services shall include but not be limited to, all costs and expenses incurred by the Trustee hereunder. In addition in making any annual or other reports pursuant to Section 8.03, or in making any distribution of cash attributable to failed contracts covering Contract Obligations in accordance with Section 3.04; PROVIDED, HOWEVER, that the foregoing compensation, amount of any such charge which has not been finally determined as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee any Distribution Date may be estimated and any necessary adjustments shall be entitled to the benefits to the Trustee that may result from reasonable cash balances made in the Income Account and the Principal Accountsucceeding period. The Trustee shall be indemnified ratably from the Trust Funds and held harmless against any loss loss, liability or liability accruing to it expense incurred without gross negligence, bad faith faith, willful misconduct or wilful misconduct reckless disregard of its duties on its part, the part of the Trustee arising out of or in connection with the acceptance or administration of this Trusttrust, including the costs and expenses (including counsel fees) of defending itself against any claim of or liability in the premises premises. The Trustee's normal and including any loss, liability or expense incurred in acting pursuant to directions to extraordinary compensation and reimbursement of the above-mentioned expenses and losses shall be charged by the Trustee given by against the Depositor from time to time Interest and Principal Accounts of the appropriate Trust Funds in accordance with the provisions of this Indenture Section 3.04 on or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interests of Unit Holders pursuant to the provisions of this Indenturebefore each Distribution Date. If the cash balances in the Income Interest and Principal Accounts shall be insufficient to provide for amounts payable pursuant to this Section 6.04 8.05, the Trustee shall have the power to sell (i) Securities from Bonds in the current list of Securities designated to be sold pursuant to manner provided in Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.04. The Trustee shall promptly notify the Depositor of such action in writing and shall set forth therein the Securities sold and the proceeds received therefrom. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities Bonds made pursuant to this Section 6.04. Any monies payable to the Trustee pursuant to this Section shall be secured by lien on the Trust prior to the interests of the Unit Holders8.05.