Common use of Compensation to Prohibited Owner of a Trust Interest that Becomes a Designated Trust Interest Clause in Contracts

Compensation to Prohibited Owner of a Trust Interest that Becomes a Designated Trust Interest. Any Prohibited Owner shall be entitled (following discovery of the Designated Trust Interest and subsequent designations of the Permitted Transferee in accordance with Section 4.05(g)(iv) or following the acceptance of the offer to purchase such Trust Interest in accordance with Section 4.05(g)(vi)) to receive from the Charitable Trustee following the sale or other disposition of such Designated Trust Interest the lesser of: (A) in the case of (I) a purported Section 4.05 Transfer in which the Prohibited Owner gave value for the Trust Interest and which Section 4.05 Transfer resulted in the transfer of the Trust Interest to the Charitable Trust, the amount that such Prohibited Owner paid for such Trust Interest; or (II) a Section 4.05 Non- Transfer Event or Section 4.05 Transfer in which the Prohibited Owner did not give value for such Trust Interest (e.g., if the Trust Interest was received by gift or devise) and which Section 4.05 Non-Transfer Event or Section 4.05 Transfer, as the case may be, resulted in the transfer of the Trust Interest to the Charitable Trust, the Market Price of such Trust Interest on the date of such Section 4.05 Non-Transfer Event or Section 4.05 Transfer; and (B) the amount received by the Charitable Trustee from the sale or other disposition of such Designated Trust Interest. Any amounts received by the Charitable Trustee in respect of such Designated Trust Interest and in excess of such amounts to be paid to the Prohibited Owner pursuant to this Section 4.05(g)(v) shall be distributed to the Charitable Beneficiary. Each Charitable Beneficiary and Prohibited Owner waives any and all claims that it may have against the Charitable Trustee and the Trustee arising out of the disposition of the Designated Trust Interest, except for claims arising out of the gross negligence, bad faith or willful misconduct of, or any failure to make payments in accordance with this Section 4.05(g)(v) by, such Charitable Trustee or the Trustee.

Compensation to Prohibited Owner of a Trust Interest that Becomes a Designated Trust Interest. Any Prohibited Owner shall be entitled (following discovery of the Designated Trust Interest and subsequent designations of the Permitted Transferee in accordance with Section 4.05(g)(iv) or following the acceptance of the offer to purchase such Trust Interest in accordance with Section 4.05(g)(vi)) to receive from the Charitable Trustee following the sale or other disposition of such Designated Trust Interest the lesser of: (A) in the case of (I) a purported Section 4.05 Transfer in which the Prohibited Owner gave value for the Trust Interest and which Section 4.05 Transfer resulted in the transfer of the Trust Interest to the Charitable Trust, the amount that such Prohibited Owner paid for such Trust Interest; or (II) a Section 4.05 Non- Non-Transfer Event or Section 4.05 Transfer in which the Prohibited Owner did not give value for such Trust Interest (e.g., if the Trust Interest was received by gift or devise) and which Section 4.05 Non-Transfer Event or Section 4.05 Transfer, as the case may be, resulted in the transfer of the Trust Interest to the Charitable Trust, the Market Price of such Trust Interest on the date of such Section 4.05 Non-Transfer Event or Section 4.05 Transfer; and (B) the amount received by the Charitable Trustee from the sale or other disposition of such Designated Trust Interest. Any amounts received by the Charitable Trustee in respect of such Designated Trust Interest and in excess of such amounts to be paid to the Prohibited Owner pursuant to this Section 4.05(g)(v) shall be distributed to the Charitable Beneficiary. Each Charitable Beneficiary and Prohibited Owner waives any and all claims that it may have against the Charitable Trustee and the Trustee arising out of the disposition of the Designated Trust Interest, except for claims arising out of the gross negligence, bad faith or willful misconduct of, or any failure to make payments in accordance with this Section 4.05(g)(v) by, such Charitable Trustee or the Trustee.