Common use of Compensation and Indemnification of Trustee Clause in Contracts

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or 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 trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the 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 collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each of the Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold them the indemnitees harmless against, any and all loss, liability, claim, damage, claimspenalty, liability fine or expense, including taxes (other than taxes based uponand reasonable out-of-pocket expenses, measured by reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or determined by willful misconduct on the income of the Trustee)indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending itself themselves against or investigating any claim (claim, whether asserted by the Issuer, Issuer or any Holder or any other Person) , or liability in connection with the exercise or performance of any of its powers the indemnitees’ duties or duties obligations hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee indemnitees and to pay or reimburse the Trustee and each predecessor trustee indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer Authority covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as for all services rendered by it in the Issuer execution of the trusts hereby created and in the Trustee shall agree in writing (exercise and performance of any of the powers and duties hereunder of the Trustee, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Issuer covenants and agrees to Authority will pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from its gross negligence or willful misconductbad faith. 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, but shall have no duty or obligation, to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Authority also covenants to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them it harmless against, any and all loss, damageliability, claims, liability expense or expense, including taxes (other than taxes based upon, measured by advance incurred or determined by made without gross negligence or bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses expense of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or of liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar lawpremises. The obligations of the Issuer Authority under this Section to compensate and indemnify the Trustee and each predecessor trustee for services and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements disbursements, liabilities and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and or the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that have priority over the Bonds in respect of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the Holders of particular Securities Bonds. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. The Trustee shall not be entitled to any payment of fees, expenses, charges or Couponscompensation from payments under the Credit Enhancement. All costs, expenses, fees and other charges of the Securities are hereby subordinated Trustee and compensation due to such senior claimthe Trustee not paid when due shall bear interest at the base rate most recently quoted by the Trustee plus two percent (2%) per annum or, if less, the maximum rate allowed by any applicable usury law.

Compensation and Indemnification of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Issuer and the Trustee shall agree for all services rendered by it hereunder in writing any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as mutually agreed to in writing between the Trustee and the Company, and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable properly incurred expenses, disbursements and advances properly incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the properly incurred expenses and disbursements of its agents and counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or gross negligence, willful misconduct, or bad faith. The Issuer Without prejudice to any right of indemnity by law given to trustees, the Company also covenants to indemnify each of the Trustee or and any predecessor Trustee in any capacity under this Indenture and their any other document or transaction entered into in connection herewith and its agents (including anyone appointed by it or to whom any of its functions may be delegated by it or to whom any of its functions may be delegated by it in carrying out its functions in the fulfillment of its obligations under this Indenture) and any authenticating agent for, and to hold them harmless against, any and all loss, damageliability, claimsdamages, claim, judgment, liability or expenseexpense incurred without gross negligence, including taxes (other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of the this trust or trusts in any other capacity hereunder, including including, without limitation, taxes, duties, levies, other charges, value added tax or similar tax charged or chargeable thereon (excluding any franchise, income or similar taxes) and the costs and expenses of defending itself themselves against any claim (whether asserted of liability in the premises. The obligations of the Company under this Section 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the IssuerTrustee as such, except, subject to the effect of Section 7.03, funds held in trust herewith for the benefit of the holders of particular Notes prior to the date of the accrual of such unpaid compensation or indemnifiable claim. The Trustee's right to receive payment of any Holder or amounts due under this Section 8.06 shall not be subordinate to any other Person) liability or liability in connection with indebtedness of the exercise or performance Company (even though the Notes may be so subordinated). The obligation of any of its powers or duties hereunder, or in connection with enforcing the provisions Company under this Section 8.06 shall survive the satisfaction and discharge of this SectionIndenture and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, except which consent shall not be unreasonably withheld. The indemnification provided in this Section 8.06 shall extend to the extent that officers, directors, agents and employees of the Trustee. If an Event of Default shall have occurred or if the Trustee is requested by the Company to undertake duties which are of an exceptional nature or otherwise outside the scope of the Trustee's normal duties under this Indenture, the Company will pay such lossadditional remuneration as they may agree or, damagefailing such agreement, claimas determined by an independent international merchant or investment bank (acting as an expert) selected by the Trustee and approved by the Company. The expenses involved in such nomination and such merchant or investment bank's fee will be paid by the Company. The determination of such merchant or investment bank will be conclusive and binding on the Company, liability or expense is due to its own negligence or willful misconductthe Trustee and the Noteholders. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services in connection with after an Event of Default specified in Section 5.1(e) ERROR! REFERENCE SOURCE NOT FOUND. or Section 5.1(f)7.01(f) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the 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 collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimlaws.

Compensation and Indemnification of Trustee. The Issuer City covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as for all services rendered by it in the Issuer exercise and performance of any of the Trustee shall agree in writing (which shall not be limited by any provision powers and duties hereunder of law in regard to the compensation of a trustee of an express trust)Trustee, and the Issuer covenants and agrees to City will pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture hereof (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence negligence, default or willful misconduct. The Issuer also covenants City, to indemnify each the extent permitted by law, shall indemnify, defend and hold harmless the Trustee against any loss, damages, liability, suit, claim, cause of action, judgment or expense incurred without negligence, default or willful misconduct on the part of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or 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 (i) the acceptance or administration of the trust trusts created hereby, or trusts the exercise or performance of any of its powers or duties hereunder, and any other document created in connection herewith or therewith, or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of any of the Bonds, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or hereunder and any other document created in connection with enforcing herewith or therewith. The rights of the provisions Trustee and the obligations of the City under this Section, except to section shall survive the extent that such loss, damage, claim, liability discharge of the Bonds and this Trust Indenture and the resignation or expense is due to its own negligence or willful misconductremoval of the Trustee. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(e) or Section 5.1(f)Default, the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency insolvency, arrangement, moratorium, reorganization or other similar debtor relief law. The obligations Upon an Event of the Issuer under this Section to compensate Default, and indemnify only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and each predecessor trustee premium, if any, and to pay or reimburse interest on any Bond, upon the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the 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 collected by the Trustee as such, except funds held in trust estate for the benefit of the Holders of particular Securities or Couponsforegoing fees, charges and the Securities are hereby subordinated to such senior claimexpenses incurred by it.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each of the Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold them the indemnitees harmless against, any and all loss, liability, claim, damage, claimspenalty, liability fine or expense, including taxes (other than taxes based uponand reasonable out-of-pocket expenses, measured by reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or determined by willful misconduct on the income of the Trustee)indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending itself themselves against or investigating any claim (claim, whether asserted by the Issuer, Issuer or any Holder or any other Person) , or liability in connection with the exercise or performance of any of its powers the indemnitees’ duties or duties obligations hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee indemnitees and to pay or reimburse the Trustee and each predecessor trustee indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in accordance with Section 6.10 herein. The obligations of the Issuer under this Section shall not be subordinated to the payment of the Senior Indebtedness pursuant to Article 13. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each of the Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold them the indemnitees harmless against, any and all loss, liability, claim, damage, claimspenalty, liability fine or expense, including taxes (other than taxes based uponand reasonable out-of-pocket expenses, measured by reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or determined by willful misconduct on the income of the Trustee)indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending itself themselves against or investigating any claim (claim, whether asserted by the Issuer, Issuer or any Holder or any other Person) , or liability in connection with the exercise or performance of any of its powers the indemnitees’ duties or duties obligations hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee indemnitees and to pay or reimburse the Trustee and each predecessor trustee indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. and Its --------------------------------------------------- Prior Claim. ------------- The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, to such compensation as the Issuer Company and the Trustee shall may from time to time agree in writing for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from shall be attributable to its negligence or willful misconductbad faith. The Issuer Company also covenants to indemnify each of the Trustee or any and each predecessor Trustee and their agents trustee for, and to hold them it harmless against, any and all loss, liability, damage, claims, liability claims or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)Trustee or otherwise applicable to the Trustee for operations outside the scope of this Indenture) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, or any Holder or any other Person) or of liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, hereunder except to the extent that any such loss, liability, damage, claim, liability claims or expense is due shall be attributable to its own the Trustee's negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar lawbad faith. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimSecurities.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. The Issuer also covenants to indemnify the Trustee, each of the Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold them the indemnitees harmless against, any and all loss, liability, claim, damage, claimspenalty, liability fine or expense, including taxes (other than taxes based uponand reasonable out-of-pocket expenses, measured by reasonable incidental expenses and legal fees and expenses incurred without negligence or determined by willful misconduct on the income of the Trustee)indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending itself themselves against or investigating any claim (claim, whether asserted by the Issuer, Issuer or any Holder or any other Person) , or liability in connection with the exercise or performance of any of its powers the indemnitees’ duties or duties obligations hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee indemnitees and to pay or reimburse the Trustee and each predecessor trustee indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such to reasonable compensation as for all services rendered by it in the Issuer execution of the Trust created hereunder and in the exercise and performance of any of the powers and duties of the Trustee hereunder. Such compensation shall agree in writing (which be comprised of _______________________________. Such compensation shall not be limited paid 90 days following the end of each calendar quarter pursuant to an invoice submitted by any provision of law in regard the Trustee to the compensation Grantor not more than 20 days following the Trustee's receipt of a trustee of an express trust), and report as described in Section 15 hereof for such calendar quarter. The Trustee shall also be entitled to reimbursement from the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request Grantor for all reasonable costs and out-of-pocket expenses incurred by the Trustee. Such costs and expenses shall be billed to the Grantor at the cost of the Trustee. Such expenses shall include all expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with the duties required under any of the provisions of this Indenture Agreement (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 any such expense, disbursement or advance as and those duties expressly required by law which may arise from its negligence or willful misconductnot be transferred to the Grantor. The Issuer also covenants Grantor hereby agrees to promptly indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them it harmless against, any and all loss, damageliability, claims, liability expense or expense, including taxes (other than taxes based upon, measured by advance incurred or determined by made without gross negligence or bad faith on the income part of the Trustee), including without limitation reasonable attorneys' fees, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderTrust pursuant hereto, including without limitation, the costs and expenses servicing of defending itself against any claim (whether asserted the Portfolio by third-party servicers pursuant to Section 4 above. Such indemnification by Grantor shall survive the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions termination of this Section, except to Agreement and/or the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event resignation of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay shall include, without limitation, any loss, liability, expense or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation advance incurred 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 collected made by the Trustee as such, except funds held in trust for the benefit a result of the Holders acts or omissions of particular Securities any servicer in the origination or Coupons, and servicing of any of the Securities are hereby subordinated to such senior claimStudent Loans.

Compensation and Indemnification of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Issuer and the Trustee shall agree for all services rendered by it hereunder in writing any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as mutually agreed to in writing between the Trustee and the Company, and the Issuer covenants and agrees to Company will pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its gross negligence or willful misconduct. The Issuer Company also covenants to indemnify each of the Trustee Trustee, its officers, directors, agents and employees, in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any predecessor Trustee and their agents authenticating agent for, and to hold them harmless against, any and all loss, claim, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by expense incurred without gross negligence or determined by willful misconduct on the income part of the Trustee), its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of the trust this Indenture or trusts in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim (whether asserted of liability in the premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the IssuerTrustee, or except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any Holder or amounts due under this Section 7.06 shall not be subordinate to any other Person) liability or liability in connection with indebtedness of the exercise or performance Company. The obligation of any of its powers or duties hereunder, or in connection with enforcing the provisions Company under this Section 7.06 shall survive the satisfaction and discharge of this Section, except Indenture and the earlier resignation or removal or the Trustee. The indemnification provided in this Section 7.06 shall extend to the extent that such lossofficers, damagedirectors, claim, liability or expense is due agents and employees of the Trustee. Without prejudice to its own negligence or willful misconduct. When any other rights available to the Trustee incurs under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or renders render services in connection with after an Event of Default specified in Section 5.1(e6.01(i) or Section 5.1(f)6.01(j) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the 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 collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimlaws.

Compensation and Indemnification of Trustee. and Its Prior Claim The Issuer Company covenants and agrees to pay to the Trustee (including in its roles as Paying Agent and Securities Registrar, as applicable) from time to time, and the Trustee shall be entitled to, to such compensation as the Issuer Company and the Trustee shall may from time to time agree in writing for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) and the Issuer Company covenants and agrees to pay or reimburse the Trustee (and its counsel) and each predecessor trustee upon its request for all reasonable and properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 any such expense, disbursement or advance as may arise from shall be attributable to its negligence or willful misconductbad faith. The Issuer Company also covenants to indemnify each of the Trustee or any (which for purposes of this Section 7.6 shall be deemed to include the Paying Agent and Securities Registrar, and which for purposes of this Section 7.6 shall be deemed to include its directors, officers, employees and agents) and each predecessor Trustee and their agents trustee for, and to hold them it harmless against, any and all loss, liability, damage, claims, liability claims or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)Trustee or otherwise applicable to the Trustee for operations outside the scope of this Indenture) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and or the 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 collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim.trusts hereunder and

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to Commission shall: (i) pay the Trustee reasonable compensation (which, to the Trustee from time to timeextent permitted by applicable law, and the Trustee shall be entitled to, such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to limiting the compensation of a the trustee of an express trust), and the Issuer covenants and agrees to ; (ii) pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable fees, expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (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 that any such expense, disbursement or advance as may arise from is due to its own negligence or willful misconduct. The Issuer also covenants ; and (iii) to the extent permitted by applicable law, indemnify each of the Trustee or any predecessor Trustee and their its officers, directors, agents and employees for, and to hold them it harmless against, any and all loss, damageliability, claimscost, liability suit, claim, judgment, damage or expense, including taxes (other than taxes based upon, measured expense incurred by or determined by the income of the Trustee)it, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts performance of its duties hereunder, including legal fees and expenses and the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, of liability or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Sectionexpense, except to the extent that any such loss, damage, claim, liability or expense is was due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer Commission under this Section to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and 8.02 shall survive the satisfaction and discharge of this Indenture and the earlier removal or 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 collected by When the Trustee as suchincurs expenses or renders services after the occurrence of an Event of Default, except funds held in trust such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Obligation, upon the Trust Estate for the benefit of the Holders of particular Securities or Couponsforegoing fees, charges and the Securities are hereby subordinated to such senior claimexpenses incurred by it.

Compensation and Indemnification of Trustee. and Its --------------------------------------------------- Prior Claim. ----------- The Issuer covenants Company and agrees each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Issuer and the Trustee shall agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Issuer covenants and agrees ; (b) to pay or reimburse the Trustee and each predecessor trustee Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants bad faith; and (c) to indemnify each of the Trustee or any and each predecessor Trustee and their agents for, and to hold them it harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by expense incurred without negligence or determined by the income of the Trustee)bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions enforcement of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law6.07. The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor trustee Trustee and to pay or reimburse the Trustee and each predecessor trustee Trustee for expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and Indenture. To secure the resignation or removal obligations of the Trustee. Such additional indebtedness Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall be have a senior claim to that of the Securities prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company or any Guarantor and held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimNotes.