Common use of AMACAR Pacific Corp Clause in Contracts

AMACAR Pacific Corp. as Trust Beneficial Owner of each trust created under the Program shall be entitled to receive the following fees at the times set forth below: upon the organization of a trust, a one time, upfront establishment fee of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)). EXHIBIT B TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS [New Service Provider] [Address] Dear Sirs, U.S.$ Secured Note Program (the "Program") with respect to [Protective Life Secured Trust [ ] [The Protective Life Secured Trusts] We refer to the [ ] Agreement entered into between [Protective Life Secured Trust [ ] and yourselves], appointing you as a Service Provider [in respect of Protective Life Secured Trust [ ]'s series of notes (the "Series of Notes")1] under the Program. We further refer to the Expense and Indemnity Agreement, dated , entered into in respect of the above Program (such agreement, as modified or amended from time to time, the "Expense and Indemnity Agreement") between Protective Life Insurance Company, each trust organized under the Program that is a party thereto and each of the Service Providers, governing the compensation arrangements, expense reimbursement and terms of indemnity between Protective Life Insurance Company and such trusts and the Service Providers. By signing this letter you will become a party to the Expense and Indemnity Agreement for all purposes, with, all the authority, rights, powers, duties and obligations of a Service Provider under the Expense and Indemnity Agreement[except that, following the issuance of the Series of Notes, you shall have no further authority, rights, powers, duties or obligations except as may have accrued or been incurred prior to, or in connection with, the issuance of the Series of Notes]*. Please return to us a copy of this letter signed by an authorized signatory. For the purposes of your Fees, you will be compensated in accordance with the fee schedule as set forth in Schedule I to this letter.2 This letter is governed by, and shall be construed in accordance with, the laws of the State of New York. Capitalized terms used and not otherwise defined in this letter shall have the meanings assigned to them in the Expense and Indemnity Agreement. Yours faithfully, PROTECTIVE LIFE INSURANCE COMPANY By: Name: Title: AGREED AND ACCEPTED: [SERVICE PROVIDER] By: Name: Title: Insert only where the new Services Provider is being appointed in relation to a particular trust's series of notes. Attach the relevant fee schedule agreed upon between Protective Life Insurance Company, and the new Service Provider. EXHIBIT D STANDARD LICENSE AGREEMENT TERMS This Standard License Agreement Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more License Agreements (included in Section D of the Omnibus Instrument as defined below) between Protective Life Corporation (the "Licensor"), a Delaware corporation with its principal place of business at 0000 Xxxxxxx 000 Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and the Protective Life Secured Trust specified in the Omnibus Instrument, (the "Licensee") a Delaware statutory trust with an address at c/o Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000. These Standard License Agreement Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, a License Agreement.