Common use of Compensation and Indemnification under the Transaction Documents Clause in Contracts

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing EntityIssuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture, including the obtaining of any modified report described under Section 11.23(b)(iii) of the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Owner Trustee in accordance connection with any provision the performance of the Trust Agreement its duties as Owner Trustee (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 8.2 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing EntityIssuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture, including the obtaining of any modified report described under Section 11.23(b)(iii) of the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 8.2 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing EntityIssuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture, including the obtaining of any modified report described under Section 11.23(b)(iii) of the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and; (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 8.2 of the Trust Agreement; (viii) pay to the Issuer Delaware Trustee from time to time compensation for all services rendered by the Issuer Delaware Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Issuer Delaware Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ix) reimburse the Issuer Delaware Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Delaware Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Issuer Delaware Trustee may employ in connection with the exercise and performance of its rights and its duties under the Trust Agreement), except any such expense that may be attributable to the Issuer Delaware Trustee’s willful misconduct, gross negligence or bad faith; and (x) indemnify the Issuer Delaware Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.2 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (viix) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 the terms of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing EntityIssuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter Fee Letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 8.2 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing EntityIssuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture, including the obtaining of any modified report described under Section 11.23(b) of the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 8.2 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.

Compensation and Indemnification under the Transaction Documents. The Administrator shall: (i) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time such compensation as the Issuing Entity, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, and except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, pay to the Owner Trustee from time to time compensation for all services rendered by the Owner Trustee under the Trust Agreement in accordance with a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and authority and its duties under the Trust Agreement), except any such expense that may be attributable to the Owner Trustee’s willful misconduct, gross negligence or bad faith; and (vii) unless otherwise paid pursuant to Section 5.4(b)(i) of the Indenture, indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.02 of the Trust Agreement; provided that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, clauses (i) through (vii) above shall survive the termination of this Agreement.