Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesEach of the Issuer and the Parent Guarantor agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as the Company Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its their respective officers, directors, agents employees and employees directors for, and to defend and hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expense (including (i) the reasonable compensation and the expenses including and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for , except to the performance of extent any such loss, liability, claim, damage or expense may be attributable to its negligence or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee Trustee, in its capacity as suchTrustee, except funds money or property collected or held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. 6.7.1 The Company agrees (1) and the Guarantor, jointly and severally, agree to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) 6.7.2 The Company and the Guarantor agree, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and itemized expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and. (3) 6.7.3 The Guarantor agrees to fully indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) 5.1.5 or Section 5.01(5)5.1.6, the expenses (including the reasonable and documented 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. As security for the performance of the obligations of the Company and the Guarantor under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (premium, if any) or interest on such Securities. The provisions of this Section shall survive the termination resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1i) to pay to the Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the negligence or willful misconductmisconduct of the Trustee or of its agents or counsel; and (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (taxes, other than taxes based upon, or measured by or determined by by, the earnings or income of the Trustee, (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. . (b) As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any, or interest, if any, on particular Securities. (c) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(v) or and Section 5.01(55.01(vi), 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. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence negligence, bad faith or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesEach of the Issuer and the Parent Xxxxxxxxx agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as the Company Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its their respective officers, directors, agents employees and employees directors for, and to defend and hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expense (including (i) the reasonable compensation and the expenses including and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for , except to the performance of extent any such loss, liability, claim, damage or expense may be attributable to its negligence or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee Trustee, in its capacity as suchTrustee, except funds money or property collected or held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) to pay to the Trustee from time to time such compensation for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officersagents, directors, agents employees and employees officers for, and to hold it them harmless against, any loss, claim, damage, liability or reasonable out-of-pocket expense (including the reasonable compensation, expenses and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income disbursements of the Trusteeits agents and counsel) incurred without negligence negligence, bad faith or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee in such capacity, and may withhold or set-off any amounts due and owing to it under this Indenture from any money or property held or collected by it in its capacity as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on SecuritiesTrustee. Without limiting any rights available to the Trustee under applicable law, when If the Trustee incurs expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 5.01(4) or Section 5.01(5)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable Federal or State bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 8.7 shall survive the resignation or removal of the Trustee and the satisfaction, discharge and termination of this IndentureIndenture for any reason. (b) The Trustee shall notify the Company promptly of any third-party claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder unless, and solely to the extent that, such failure materially prejudices the Company’s defense of such claim. The Company shall defend the claim, with counsel reasonably satisfactory to the Trustee, and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense; provided that if the defendants in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Company, or the Trustee has concluded that there may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the right to select separate counsel and the Company shall be required to pay the reasonable fees and expenses of such separate counsel. Any settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. After the Company has assumed the defense of a claim as set forth in this Section 8.7(b), the Trustee may not settle or compromise any suit or action without the consent of the Company (not to be unreasonably withheld or delayed).

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(5) or Section 5.01(55.01(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses expense, including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 9.7, except with respect to funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on Securitiesparticular Debentures. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(47.1(a)(iv), Section 7.1(a)(v) or Section 5.01(57.1(a)(vi), 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 lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officersagents, directors, agents employees and employees officers for, and to hold it them harmless against, any loss, liability or out-of-pocket expense (including the reasonable compensation, expenses and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income disbursements of the Trusteeits agents and counsel) incurred without negligence negligence, bad faith or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchin such capacity, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. Without limiting any rights available to the Trustee under applicable law, when If the Trustee incurs out-of-pocket expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 5.01(4) or Section 5.01(5)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable Federal or State bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its their officers, directorsagents, agents directors and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or negligence, willful misconduct 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 against the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for hereunder or in connection with enforcing the performance Provisions of the obligations of the Company under this Section the 6.07. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(5) or Section 5.01(55.01(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Corporation agrees (1) to pay to the Trustee from time to time such compensation as the Company Corporation and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable reasonable, documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses expense including taxes (other than taxes based upon, measured by or determined by imposed on the earnings or income of the Trustee) incurred without gross negligence or willful misconduct 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 CompanyCorporation, a Guarantor, a 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. As security for the performance of the obligations of the Company Corporation under this Section 607 the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchhereunder, except upon funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. Without limiting any In addition to, but without prejudice to its other rights available to the Trustee under applicable lawthis Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(6) or Section 5.01(5501(7), 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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company (a) Each of the Issuers agrees: (1i) to pay to the Trustee from time to time in Dollars such compensation as the Company and Trustee shall agree be agreed to from time to time in writing between the Issuers and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3iii) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, their agents and employees in Dollars for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (other than taxes based upon, or measured by or determined by by, the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 CompanyIssuers, a Guarantor, a 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. (b) As security for the performance of the obligations of the Company Issuers under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any, or interest, if any, on particular Securities. (c) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(f) or and Section 5.01(55.01(g), 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 state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree have agreed upon in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances advances, if any, incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; andbad faith; (3) to indemnify each of the Trustee or (which for purposes of this Section 606(3) shall include its directors, officers, employees and agents) and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its own 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security ; and (4) to pay the reasonable fees and expenses of counsel for the performance Trustee in connection with the preparation, execution and delivery of the obligations this Indenture, no later than five (5) business days of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securitiesits execution. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Holders of Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons. Notwithstanding any provision in this Indenture, the Trustee’s right to immunities and protection from liability hereunder and its rights to payment of its fees, expenses and indemnities shall survive its resignation or removal and the final payment or defeasance of the Securities and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to its directors, officers, employees and agents. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence or willful misconduct; andbad faith; (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability, or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderunder this Indenture, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Indenture; (4) to secure the Company’s obligations under this Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to , and the claims of the Trustee under applicable law, this Section shall not be subject to the provisions of Article XIV; (5) when the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.01(45.1(1) or Section 5.01(5(2), 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable similar Federal or State bankruptcy, insolvency or other similar law. The law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee. (e) Without limiting Section 5.4, the Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Notes.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (acting in any capacity) (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee (acting in any capacity) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence own negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify each of the Trustee or (acting in any predecessor Trustee and its officers, directors, agents and employees capacity hereunder) for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damages, claims damage claim or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(5) or Section 5.01(5(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 bankruptcy law. The provisions Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed upon in writing from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify the Trustee and each of the Trustee or any predecessor Trustee and its directors, officers, directorsemployees, agents and employees and/or representatives for, and to hold it each of them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its each of their 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 themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustees’ powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07 then past due, the Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of of, premium (and premium, if any) or interest on or any Additional Amounts with respect to particular Securities. Without limiting Any expenses and compensation for any rights available to services rendered by the Trustee under applicable law, when after the Trustee incurs expenses or renders services in connection with occurrence of an Event of Default specified in Section 5.01(4clause (5) or (6) of Section 5.01(5), the 5.01 shall constitute 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 all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel (including local legal counsel) and if an Event of Default occurs and is continuing, auditors, accountants, appraisers, printers, insurance and environmental advisors, financial advisors and other consultants and agents), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify each of the Trustee Trustee, its employees, officers, directors and agents or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. All such payments and reimbursements shall be made with interest at the rate borne by the Notes. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien Lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on Securitiesparticular Notes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(44.01(h) or Section 5.01(54.01(i), the expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the Trustee's services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of Company's obligations under this Section 5.07 and any Lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it the Trustee acting in any capacity hereunder (which compensation shall will not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee promptly upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of Trustee’s agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its agents powers and counselduties as Trustee), except any such expense, disbursement or advance as may be attributable to its the Trustee’s gross negligence or willful misconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its officers, directors, agents powers and employees for, duties as Trustee harmless from and to hold it harmless against, against any and all losses, liabilities, damages, claims costs or expenses including taxes (other than taxes based upon, measured suffered or incurred by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, it arising out of or in connection with the acceptance or administration of the trust or trusts hereunderits duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and defending itself against any claim (whether asserted by the Company, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. None of the Company need pay for any settlement made without its consent, which consent will not be unreasonably withheld. The obligations of the Company under this Section 5.07 will survive the satisfaction and discharge of this Indenture. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or interest on Securitieson, Subordinated Notes. Without limiting any rights available to Such lien will survive the satisfaction and discharge hereof and the resignation or removal of the Trustee. Any compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 4.01 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcyinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, insolvency but the negligence or bad faith of any Trustee will not affect the rights of any other similar lawTrustee under this Section 5.07. The provisions of this Section shall 5.07 will, to the extent permitted by law, survive the any termination of this IndentureIndenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and Trustee, its officers, directors, employees and agents and employees for, and to hold it each of them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without gross negligence or willful misconduct on its partany of their parts, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 6.07) and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee shall have a lien prior and to the Securities upon all property and funds held pay or collected by reimburse the Trustee as suchfor expenses, except funds held in trust for the payment of principal of (disbursements and premium, if any) or interest on Securitiesadvances shall constitute additional indebtedness hereunder. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), the 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 Bankruptcy Law. To secure the Company’s payment obligations in this Section 6.07, the Trustee is hereby granted a lien prior to the Securities against all money or State bankruptcyproperty held or collected by the Trustee, insolvency or other similar lawin its capacity as Trustee. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the defeasance of the Securities and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company (a) Subject to Section 6.7(b) below, the Issuer agrees: (1i) to pay to the Trustee from time to time such compensation on each Payment Date reasonable compensation, as the Company and Trustee shall agree set forth in writing a separate fee letter, for all services rendered by it hereunder and under the other Transaction Documents (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5 or 6.3(c) except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Monthly Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other Transaction Document; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture only as provided in Section 10.3(c) and only to the extent that funds are available for the performance payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any date when a fee shall be payable to the Trustee pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable on such later date on which a fee shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all Notes (and any other debt obligations of the Company Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) issued under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the Indenture. (d) The Issuer’s payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available obligations to the Trustee under applicable lawthis Section 6.7 shall be secured by the lien of this Indenture, when and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 5.01(4) or Section 5.01(55.1(e), 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 the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses expenses, including reasonable attorney’s fees and expenses, of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder Noteholder or any other Person) or liability liability, or of complying with any process served upon it or any of its officers, in connection with the exercise or performance of any of its powers or duties hereunder. As security for The Company shall defend the performance of claim and the obligations of Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company under this Section shall pay the reasonable fees and expenses of such counsel. The Trustee shall have a lien prior to the Securities upon Notes as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 7.07, except with respect to funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on Securitiesparticular Notes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(46.01(e) or Section 5.01(56.01(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree have agreed upon in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor or successor Trustee upon its request for all reasonable expenses, disbursements and advances advances, if any, incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; andbad faith; (3) to indemnify each of the Trustee or (which for purposes of this Section 606(3) shall include its directors, officers, employees and agents) and any predecessor or successor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its own 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security ; and (4) to pay the reasonable fees and expenses of counsel for the performance Trustee in connection with the preparation, execution and delivery of the obligations this Indenture, no later than five (5) business days of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securitiesits execution. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Holders of Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons. Notwithstanding any provision in this Indenture, the Trustee’s right to immunities and protection from liability hereunder and its rights to payment of its fees, expenses and indemnities shall survive its resignation or removal and the final payment or defeasance of the Securities and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to its directors, officers, employees and agents. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Corporation agrees: (1) to pay to the Trustee from time to time such compensation as the Company Corporation and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses expense, including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 9.7, except with respect to funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on Securitiesparticular Debentures. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(47.1(a)(iv), Section 7.1(a)(v) or Section 5.01(57.1(a)(vi), 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 lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree agreed in writing among the parties hereto for all services rendered by it the Trustee acting in any capacity hereunder (which compensation shall will not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s negligence or willful misconduct; and (3) to indemnify each of the Trustee acting in any capacity or any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any loss, liability or expense (including, without limitation, the reasonable fees and all lossesdisbursements of the Trustee’s agents, liabilitieslegal counsel, damages, claims or expenses accountants and experts) and including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts its duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 5.7) and defending itself against any claim (whether asserted by the Company, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense was due to the Trustee’s negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. The obligations of the Company under this Section 5.7 will survive the satisfaction and discharge of this Indenture. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall will have a lien prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Debt Securities. Without limiting any rights available to Such lien will survive the satisfaction and discharge hereof. Any compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(44.1(1) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel4.1(2) and the compensation for the services are is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcyinsolvency law. “Trustee” for purposes of this Section 5.7 will include any predecessor Trustee, insolvency but the negligence or bad faith of any Trustee will not affect the rights of any other similar lawTrustee under this Section 5.7. The provisions of this Section shall 5.7 will, to the extent permitted by law, survive the any termination of this IndentureIndenture (including, without limitation, termination in accordance with any federal or state law for the relief of debtors) and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company (a) Subject to the Priority of Payments, the Issuer agrees: (1i) to pay to the Trustee from time to time such on each Payment Date in accordance with the Priority of Payments reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee (subject to any written agreement between the Issuer and the Trustee) in a timely manner upon its request for all reasonable expenses, disbursements and advances (except as otherwise provided herein with respect to Interest Advances) incurred or made by the Trustee in accordance with any provision of this Indenture (including securities transaction charges to the extent not waived due to the Trustee’s receipt of payments from a financial institution with respect to certain Eligible Investments, as specified by the Loan Obligation Manager and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 10.11 or 10.13 hereof, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith); (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section ; and (iv) to pay the Trustee shall have a lien prior reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to the Securities upon all property Section 6.13 hereof. (b) The Issuer may remit payment for such fees and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available expenses to the Trustee under applicable lawor, when in the absence thereof, the Trustee incurs may from time to time deduct payment of its fees and expenses or renders services hereunder from amounts on deposit in connection the Payment Account in accordance with an Event the Priority of Default specified Payments. (c) The Trustee, in Section 5.01(4) or Section 5.01(5)its capacity as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer, the expenses Co-Issuer or any Permitted Subsidiary until at least one year and one day (including or, if longer, the reasonable charges and expenses applicable preference period then in effect) after the payment in full of its counsel) and the compensation for the services are intended to constitute expenses of administration all Notes issued under any applicable Federal or State bankruptcy, insolvency or other similar lawthis Indenture. The provisions of this Section This provision shall survive the termination of this Indenture. (d) The Trustee agrees that the payment of all amounts to which it is entitled pursuant to Sections 6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Assets and following realization of the Assets, any such claims of the Trustee against the Issuer, and all obligations of the Issuer, shall be extinguished. The Trustee will have a lien upon the Assets to secure the payment of such payments to it in accordance with the Priority of Payments; provided that the Trustee shall not institute any proceeding for enforcement of such lien except in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien of this Indenture for the benefit of the Noteholders. Fees shall be accrued on the actual number of days in the related Interest Accrual Period. The Trustee shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due to it hereunder. No direction by a Majority of the Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any Payment Date when any amount shall be payable to the Trustee pursuant to this Indenture is not paid because there are insufficient funds available for the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which a fee shall be payable and sufficient funds are available therefor in accordance with the Priority of Payments.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct; and (3) to fully indemnify each of the Trustee or Trustee, any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims or expenses including damage, taxes (other than taxes based upon, measured by or determined by upon the earnings or income of the Trustee) or expense (including legal fees and expenses) incurred without negligence or willful misconduct on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(55.01(e), 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 state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed upon in writing from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify the Trustee and each of the Trustee or any predecessor Trustee and its directors, officers, directorsemployees, agents and employees and/or representatives for, and to hold it each of them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its each of their 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 themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustees’ powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of of, premium (and premium, if any) or interest on or any Additional Amounts with respect to particular Securities. Without limiting Any expenses and compensation for any rights available to services rendered by the Trustee under applicable law, when after the Trustee incurs expenses or renders services in connection with occurrence of an Event of Default specified in Section 5.01(4clause (5) or (6) of Section 5.01(5), the 5.01 shall constitute 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 all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company and each Guarantor jointly and severally agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing by the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counselcounsel and all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directorsagents, agents directors and employees for, and to hold it each of them harmless against, any and all losses, damages, claims, liabilities, damages, claims or expenses (including taxes the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and all Persons not regularly in its employ) and costs (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeincluding taxes) incurred without negligence or willful misconduct on its partpart as determined by a final order of a court of competent jurisdiction, arising out of or in connection with this Indenture, the Securities, the Guarantees and the transactions contemplated hereby and thereby, including the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a 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. As security for the performance of the obligations of the Company In addition to, but without prejudice to its other rights under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable lawIndenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5(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 state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Securities issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee. (e) Without limiting Section 5.4, the Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee for any series of Securities from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as shall be agreed upon in writing from time to time by the Company and such Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the such Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense (including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security The Trustee for the performance any series of the obligations of the Company under this Section the Trustee Securities shall have a lien prior to the Securities upon as to all property and funds held by such Trustee hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on such particular Securities. Without limiting any rights available to When the Trustee under applicable law, when the Trustee for any series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Corporation agrees (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify each of and defend the Trustee or any predecessor Trustee and its officers, directors, employees, representatives and agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) of whatever kind or nature regardless of their merit incurred without negligence or negligence, willful misconduct 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 Company, a GuarantorCorporation, a Holder or any other Person) Person and all reasonable attorneys fees, consultants fees, expenses and court costs or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees will (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall will not be limited by to any provision of law in regard to the compensation of a trustee of an express trust); ; (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence or willful misconductbad faith; and and (3iii) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it them harmless against, any and all losses, liabilities, damages, claims or expenses and expenses, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee or predecessor Trustee and other taxes relating to the Trustee's or predecessor Trustee's overall business and operations) incurred without negligence or willful misconduct bad faith on its part, 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the . (b) The Trustee shall will have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owed to it or collected by the any predecessor Trustee as suchpursuant to this Section 10.06, except with respect to funds held in trust for the payment benefit of principal the Holders of particular Securities. (and premium, if anyc) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(48.01(a)(vii) or Section 5.01(58.01(a)(viii), the such expenses (including the reasonable charges fees and expenses of its counsel) and the Trustee's compensation for the such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency insolvency, or other similar law. . (d) The provisions of this Section shall 10.06 will survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it the Trustee acting in any capacity hereunder (which compensation shall will not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee promptly upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of Trustee’s agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its agents powers and counselduties as Trustee), except any such expense, disbursement or advance as may be attributable to its the Trustee’s gross negligence or willful misconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its officers, directors, agents powers and employees for, duties as Trustee harmless from and to hold it harmless against, against any and all losses, liabilities, damages, claims costs or expenses including taxes (other than taxes based upon, measured suffered or incurred by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, it arising out of or in connection with the acceptance or administration of the trust or trusts hereunderits duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and defending itself against any claim (whether asserted by the Company, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The obligations of the Company under this Section 5.07 will survive the satisfaction and discharge of this Indenture. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or interest on Securitieson, Subordinated Notes. Without limiting any rights available to Such lien will survive the satisfaction and discharge hereof and the resignation or removal of the Trustee. Any compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 4.01 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcyinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, insolvency but the negligence or bad faith of any Trustee will not affect the rights of any other similar lawTrustee under this Section 5.07. The provisions of this Section shall 5.07 will, to the extent permitted by law, survive the any termination of this IndentureIndenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or willful misconduct, and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (3) to indemnify each of the Trustee or any predecessor Trustee Trustee, and its officers, directors, employees, agents and employees affiliates for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damages, claims claim or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and the enforcement of this Indenture, including the reasonable costs and expenses of and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of The Trustee shall notify the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust promptly of any claim for the payment of principal of (and premium, if any) or interest on Securitieswhich it may seek indemnity. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(5) or Section 5.01(5(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 federal or State state bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 6.7 shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Registrar and in all other capacities in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence own negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officerstheir agents, directors, agents employees and employees officers for, and to hold it them harmless against, any and all lossesloss, liabilitiesclaim, damagesdamage, claims liability or out-of-pocket expense (including the reasonable compensation, expenses and disbursements of its agents and counsel and including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee)) incurred without negligence negligence, bad faith or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as suchin such capacity, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on Securitiesparticular Notes. Without limiting any rights available to the Trustee under applicable law, when If the Trustee incurs expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 5.01(4) or Section 5.01(5)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable Federal federal or State bankruptcy, insolvency or other similar lawstate law for the relief of debtors. The provisions of this Section 8.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay to the Trustee from time to time such compensation on each Payment Date reasonable compensation, as the Company and Trustee shall agree set forth in writing a separate fee schedule, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorney’s fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Noteholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing against the Issuer or any of (its subsidiaries, of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and premiumone day, or, if anylonger, the applicable preference period then in effect and one day, after the payment in full of all Notes issued under this Indenture. (d) or interest on Securities. Without limiting any rights available The Issuer’s payment obligations to the Trustee under applicable lawthis Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, when and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 5.01(45.1(e) or Section 5.01(55.1(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 the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustees from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its their negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees Trustees for, and to hold it them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its their 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 themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustees, to pay or reimburse the Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this Section Company, the Trustee Trustees shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee Trustees as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on Securitiesparticular Securities or any coupons. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(5) or Section 5.01(55.1(6), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing writing, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directorsdirects, employees and agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without gross negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on Securitiesparticular Securities or any coupons. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5), (6) or Section 5.01(5(7), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesIssuers agree, jointly and severally: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by imposed on the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a GuarantorIssuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(5) or Section 5.01(55.01(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesEach of the Issuer and the Parent Guarantor agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as the Company Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its their respective officers, directors, agents employees and employees directors for, and to defend and hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expense (including (i) the reasonable compensation and the expenses including and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for , except to the performance of extent any such loss, liability, claim, damage or expense may be attributable to its negligence, or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee Trustee, in its capacity as suchTrustee, except funds money or property collected or held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or willful misconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(f) or Section 5.01(5501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are shall be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor agree (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as such fees may be adjusted from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, employees, agents and employees any predecessor Trustee for, and to hold it harmless against, any and all lossesclaim, liabilitiesloss, damages, claims liability or expenses expense including taxes including reasonable attorney’s fees and expenses (other than taxes based upon, measured by or determined by imposed on the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 or (whether asserted by the Company, a the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as such, pursuant to this Section 607 except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 federal or State state bankruptcy, insolvency or other similar law. The obligations of the Company and the Guarantor under this Section shall be joint and several. The provisions of this Section shall survive the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree from time to time be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its their officers, directorsagents, agents directors and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims or expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without gross negligence or willful misconduct on its part, arising out of or in connection with this Indenture, the Securities, 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 Company, a Guarantor, a 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. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence negligence, bad faith or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(5) or Section 5.01(55.1(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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor agree: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents agents, and employees for, and to hold it and its officers, directors, agents, and employees harmless against, any loss, liability or expense, including fees and all lossesexpenses of counsel, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or negligence, willful misconduct 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 Company, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section 607. As security for the performance of the obligations of the Company and the Guarantor under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(e) or Section 5.01(5501(f), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal bankruptcy or State bankruptcy, insolvency or other similar law. The provisions “Trustee” for purposes of this Section shall survive include any predecessor Trustee; provided however, that the termination negligence, willful misconduct or bad faith of this Indentureany Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or willful misconduct; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesclaim, damagesdamage, claims liability or expenses expense, including taxes (other than taxes based upontaxes, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its own 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability, claim, damage or expense shall be determined to have been caused by the Trustee’s own negligence or willful misconduct. As security for the performance of the obligations of the Company under this Section 6.7, the Trustee for the Securities of any series shall have a lien claim prior to the Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on SecuritiesSecurities or any Coupons of such series. Without limiting To the extent permitted by law, any rights available to compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default a default specified in or pursuant to Section 5.01(4) 5.1 or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 5.3 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.7 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.7. The provisions of this Section 6.7 shall survive the satisfaction, termination or discharge of this IndentureIndenture or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Authenticating Agent, Paying Agent or Security Registrar in its capacity as such.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such and, within 30 days of receiving a written request therefor, reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse reimburse, within 30 days of receiving a written request therefor, each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify indemnify, within 30 days of receiving a written request therefor, each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(7) or Section 5.01(8), 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. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on Securities. Without limiting particular Securities or any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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 lawcoupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee (which for purposes of this Section 6.8(a) shall include its officers, directors, employees and agents) from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; andbad faith; (3c) to at all times indemnify each of the Trustee or (including when acting as Conversion Agent), any predecessor Trustee and Trustee, its officers, directors, employees and agents and employees for, and to hold it harmless againstagainst all actions, proceedings, any and all lossesloss, liabilitiesliability, claims, damages, claims or expenses costs and expense (including taxes (expert consultant and legal fees and disbursements on a solicitor and client basis and including taxes, other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence gross negligence, wilful misconduct or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses of defending itself against any claim (whether asserted assessed by the Company, a Guarantor, a by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder; and (d) the Trustee shall notify the Company promptly of any claim asserted against it. As security Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations under this Section 6.8. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may at its option have separate counsel of its own choosing and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for the performance of the any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 6.8 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.8, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on the Securities. Without limiting any rights available to Such lien shall survive the resignation or removal of the Trustee under applicable law, when and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(45.1(i) or and Section 5.01(5)5.1(j) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under United States Code, Title 11 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions foreign, federal or state law for the relief of this Section shall survive the termination of this Indenturedebtors.

Compensation and Reimbursement. (a) The Company agrees: (1i) to pay to the Trustee from time to time in Dollars such compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees in Dollars for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expense (including reasonable fees and expenses of counsel), including taxes (other than taxes based upon, or measured by or determined by by, the earnings or income of the Trustee) incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with this Indenture, the Securities, 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 Company, a Guarantor, a the Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. hereunder or in connection with enforcing the provisions of this Section. (b) As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any, or interest, if any, on particular Securities. (c) or interest on Securities. Without limiting any In addition to, but without prejudice to its other rights available to the Trustee under applicable lawthis Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(46.01(v) or and Section 5.01(56.01(vi), 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 state bankruptcy, insolvency or other similar law. . (d) The provisions of this Section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay to the Trustee from time to time such on each Payment Date, the compensation as set forth in the Company and Trustee shall agree in writing for all services rendered by it hereunder letter agreement dated October 2, 2012 (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee (subject to any written agreement between the Issuer and the Trustee) in a timely manner upon its request for all reasonable expenses, costs, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture relating to the maintenance and administration of the Collateral, the administration of the terms of this Indenture, the performance of its duties hereunder, or in the enforcement of any provision hereof or exercise of any rights or remedies hereunder (including securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 5.17, 10.5 or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith); (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security ; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13. (b) The Issuer shall pay the Trustee the fees and expenses specified in this Section 6.7 in accordance with Section 11.1 of this Indenture. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the performance non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day (or, if longer, the applicable preference period) after the payment in full of all of the obligations Class A Notes. (d) The amounts payable to the Trustee on any Payment Date pursuant to Section 6.7(a), or which may be deducted by the Trustee pursuant to Section 6.7(b) shall not exceed the amounts permitted to be applied to such Administrative Expenses on such Payment Date as provided in and in accordance with the Priority of the Company under this Section Payments, and the Trustee shall have a lien prior ranking senior to that of the Securities Holders upon all property and funds held or collected by as part of the Trustee as such, except funds held in trust for the Collateral to secure payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available amounts payable to the Trustee under applicable lawSection 6.7 not to exceed such amount with respect to any Payment Date; provided, when however, that the Trustee incurs expenses or renders services shall not institute any Proceeding for the enforcement of such lien except in connection with an action pursuant to Section 5.3 for the enforcement of the lien of this Indenture for the benefit of the Secured Parties; provided, further, that the Trustee may only enforce such a lien in conjunction with the enforcement of the rights of Holders in the manner set forth in Sections 5.4 and 5.5. For the avoidance of doubt, any amount payable to the Trustee pursuant to Section 6.7(a) and not paid on any Payment Date pursuant to this paragraph shall remain outstanding and be payable on the next Payment Date (subject to the limitations of this paragraph and the Priority of Payments). The fees payable to the Trustee shall be computed on the basis of the actual number of days elapsed in the applicable Due Period divided by 360, and fees applicable to periods shorter or longer than a calendar quarterly period shall be prorated based on the number of days within such period. The Trustee shall apply amounts pursuant to Section 5.7 and Section 11.1(a)(A), (B) or (D) only to the extent that the payment thereof will not result in an Event of Default specified in and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 5.01(46.1(c)(iv) and Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder. No direction by a Majority of the Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture. The payment of any fee or Section 5.01(5expense due to the Trustee is subject to the availability of funds and the Priority of Payments. If, on any date when a fee shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable, together with compensatory interest thereon (at a rate not to exceed the federal funds rate), the expenses (including the reasonable charges on such later date on which a fee shall be payable and expenses of its counsel) and the compensation for the services sufficient funds are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indentureavailable therefor.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its own negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its partexpense, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers power or duties hereunderhereunder and the cost and expenses of enforcing this right of indemnity, except to the extent any such loss, liability or expense is due to its own negligence, willful misconduct or bad faith. As security for To ensure the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior senior claim to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(f) or Section 5.01(55.01(g), 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. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesTrust shall, subject to Section (1a) pay, or cause to pay be paid, to the Trustee (in its individual capacity), from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as separately set forth in one or more fee letters between the Trustee (in its individual capacity) and BidCo (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to and the Trust shall reimburse the Trustee upon its request for all reasonable expensesand documented expenses incurred in serving as Trustee hereunder, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may employ in connection with the exercise and performance of its agents rights and counselits duties hereunder; provided, however, that such amounts incurred by Trustee in its individual capacity and not on behalf of the Trust (together with any expenses or other reimbursements under Section 7.02(d)) shall not exceed $50,000 in the aggregate during any calendar year (the “Expense Cap”); provided, except however, that, notwithstanding anything to the contrary in this Trust Agreement, the Expense Cap shall not apply to: (i) any such expensefees, disbursement expenses or advance as may be attributable disbursements of legal counsel to its negligence the Trustee incurred prior to January 1, 2021 in an amount up to $100,000; or willful misconduct; and(ii) any fees payable to the Trustee pursuant to the fee letter referred to above; (3b) to indemnify each indemnify, defend and hold harmless the Trustee (solely in its individual capacity ) and any of the officers, directors and employees of the Trustee or any predecessor Trustee (the “Indemnified Persons”) from and its officers, directors, agents and employees for, and to hold it harmless against, against any and all losses, damages, liabilities, damagesclaims, claims or actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses including of counsel), taxes (other than taxes based uponany tax attributable to the Trustee’s compensation for serving as such) and penalties of any kind and nature whatsoever (collectively, measured by “Expenses”), to the extent that such Expenses arise out of or determined by are imposed upon or asserted at any time against such Indemnified Persons in connection with the earnings performance of this Trust Agreement, the creation, operation or income termination of the Trust or the transactions contemplated hereby, including any Expenses of: (i) defending itself against any claim or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder; or (ii) contesting the imposition of any such tax, except in each case for any such loss, liability, tax, cost or expense incurred by reason of the Trustee’s breach of its representations and warranties set forth in Section 7.04; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses or reimburse any reimbursements which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person as determined by a final non-appealable judgment of a court of competent jurisdiction. (c) The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, all property and funds held or collected by the Trustee in its capacity as Trustee with respect to the Trust for any tax incurred without negligence gross negligence, bad faith or willful misconduct misconduct, on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderTrust (other than any tax attributable to the Trustee’s compensation for serving as such), including the any reasonable and documented, out-of-pocket costs and expenses of defending itself against any claim (whether asserted by incurred in contesting the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance imposition of any of its powers or duties hereundersuch tax. As security for If the performance Trustee reimburses itself from the Trust Assets of the Trust for any such tax, it will mail a brief report within thirty (30) days setting forth the amount of such tax and the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. (d) The obligations of the Company Trust under this Section 7.13 shall survive the resignation or removal of the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions of this Section shall survive the termination of this IndentureTrust Agreement and/or the Trust.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or willful misconduct; and. (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesclaim, damagesdamage, claims liability or expenses expense, including taxes (other than taxes based upontaxes, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its own 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability, claim, damage or expense shall be determined to have been caused by the Trustee’s own negligence or willful misconduct. As security for the performance of the obligations of the Company under this Section Section, the Trustee for the Securities of any series shall have a lien claim prior to the Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on SecuritiesSecurities or any Coupons of such series. Without limiting To the extent permitted by law, any rights available to compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default a default specified in or pursuant to Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 5.1 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.7 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.7. The provisions of this Section 6.7 shall survive the satisfaction, termination or discharge of this IndentureIndenture or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Authenticating Agent, Paying Agent or Security Registrar in its capacity as such.

Compensation and Reimbursement. The Company Bank agrees (1a) to pay to the Trustee (acting in any capacity hereunder) and any other agent, Paying Agent or otherwise acting hereunder or in connection herewith from time to time such compensation as the Company Bank and the Trustee and any agent hereunder shall from time to time agree to in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3c) to indemnify each of the Trustee (acting in any capacity hereunder) and any other agent, Paying Agent or otherwise acting hereunder or in connection herewith and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company Bank under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. Without limiting When the Trustee (acting in any rights available capacity hereunder, and/or its agents acting pursuant to the Trustee under applicable law, when direction of the Trustee Trustee) incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(a)(v), Section 5.1(a)(vi), Section 5.1(b)(iv) or Section 5.01(55.1(b)(v), 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 state bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive payment in full of the Securities, the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1i) to pay to the Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the negligence or willful misconductmisconduct of the Trustee or of its agents or counsel; and (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (taxes, other than taxes based upon, or measured by or determined by by, the earnings or income of the Trustee, (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. . (b) As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any, or interest, if any, on particular Securities. (c) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.01(v) or and Section 5.01(55.01(vi), 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. The provisions of this Section shall survive the satisfaction, discharge and termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence or willful misconduct; andbad faith; (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, each of their respective agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability, or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its partexpense, arising out of or in connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for , except to the performance of extent any such loss, damage, claim, liability or expense may be attributable to the Trustee’s negligence or bad faith; (4) to secure the Company’s obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, ; (5) when the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.01(45.1(1) or Section 5.01(5(2), 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable similar Federal or State bankruptcy, insolvency or other similar law. The law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it and them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence negligence, bad faith or willful misconduct on its or their 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 or themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of the principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(e) or Section 5.01(55.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination or satisfaction and discharge of this IndentureIndenture and the Legal Defeasance of the Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as agreed with the Company in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it harmless against, any loss, liability, claim, damage or expense (including reasonable attorneys' fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or willful misconduct bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture (including this Section 6.6), defending itself against any claim (whether asserted by a Holder, the Company, a Guarantor, a Holder Company or any other Personotherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(5) or Section 5.01(55.1(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. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 6.6 shall not be subordinate to any other liability or Debt of the Company (even though the Securities may be so subordinated). The provisions of this Section shall survive the termination of this Indenture, the resignation and removal of any Trustee, the discharge of the Company's obligations hereunder and any rejection or termination under any applicable Federal or State bankruptcy, insolvency or other similar laws.

Compensation and Reimbursement. The Company and each Guarantor jointly and severally agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree be agreed to in writing between the parties hereto for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counselcounsel and all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its their officers, directorsagents, agents directors and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with this Indenture, the Securities and the transactions contemplated hereby and thereby, including the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a 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. As security for the performance of the obligations of the Company In addition to, but without prejudice to its other rights under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable lawIndenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5(6), the expenses (including the reasonable charges and expenses of its counselcounsel and agents) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including costs and expenses of enforcing this Indenture and defending itself against any claim (whether asserted by the Company, any Holder of Securities or any other Person) or liability in connection with the exercise of any of its powers or duties hereunder) in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee (and its directors, officers, directors, agents employees and employees agents) for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected controlled by the Trustee as suchto secure the Company's payment obligations in this Section 6.7, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on the Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(6) or Section 5.01(55.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and Trustee, its directors, officers, directors, agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the earnings revenue or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(7) or Section 5.01(55.1(8), 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. The provisions of Company's obligations under this Section 6.7 shall survive the termination of this Indenture.

Compensation and Reimbursement. 6.7.1 The Company agrees (1) agrees to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) 6.7.2 The Company agrees, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and itemized expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and. (3) 6.7.3 The Company agrees to fully indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) 5.1.5 or Section 5.01(5)5.1.6, the expenses (including the reasonable and documented 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. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (premium, if any) or interest on such Securities. The provisions of this Section shall survive the termination resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay to the Trustee from time to time such compensation (and the Bank, U.S. Bank National Association and any Affiliates in each of their other capacities under the Transaction Documents) on each Payment Date reasonable compensation, as the Company and Trustee shall agree set forth in writing a separate fee schedule, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee (and the Bank, U.S. Bank National Association and any Affiliates in each of their other capacities under the Transaction Documents) in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustee, the Bank, U.S. Bank National Association and any Affiliates in each of their other capacities under the Transaction Documents in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.8, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify the Trustee, the Bank, U.S. Bank National Association and any Affiliate in each of their other capacities under the Trustee or any predecessor Trustee Transaction Documents and its their respective officers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of this Indenture or the trust performance of its duties hereunder or trusts hereunderthe any of the other Transaction Documents, including the costs and expenses of defending itself themselves (including reasonable attorneys’ fees and costs) against any claim (or liability whether asserted brought by or involving any party to the Company, a Guarantor, a Holder Transaction Documents or any other Person) or liability third party in connection with the administration exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto or the enforcement of any provision under any Transaction Document; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Debtholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of (a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and premiumone day, or, if anylonger, the applicable preference period then in effect plus one day, after the payment in full of all Debt issued under this Indenture. (d) or interest on Securities. Without limiting any rights available The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay to the Trustee from time to time such on each Payment Date, the compensation as set forth in the Company and Trustee shall agree in writing for all services rendered by it hereunder letter agreement dated June 22, 2011 (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee (subject to any written agreement between the Issuer and the Trustee) in a timely manner upon its request for all reasonable expenses, costs, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture relating to the maintenance and administration of the Collateral, the administration of the terms of this Indenture, the performance of its duties hereunder, or in the enforcement of any provision hereof or exercise of any rights or remedies hereunder (including securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 5.17, 10.5 or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith); (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security ; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13. (b) The Issuer shall pay the Trustee the fees and expenses specified in this Section 6.7 in accordance with Section 11.1 of this Indenture. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the performance non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day (or, if longer, the applicable preference period) after the payment in full of all of the obligations Class A Notes. (d) The amounts payable to the Trustee on any Payment Date pursuant to Section 6.7(a), or which may be deducted by the Trustee pursuant to Section 6.7(b) shall not exceed the amounts permitted to be applied to such Administrative Expenses on such Payment Date as provided in and in accordance with the Priority of the Company under this Section Payments, and the Trustee shall have a lien prior ranking senior to that of the Securities Holders upon all property and funds held or collected by as part of the Trustee as such, except funds held in trust for the Collateral to secure payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available amounts payable to the Trustee under applicable lawSection 6.7 not to exceed such amount with respect to any Payment Date; provided, when however, that the Trustee incurs expenses or renders services shall not institute any Proceeding for the enforcement of such lien except in connection with an action pursuant to Section 5.3 for the enforcement of the lien of this Indenture for the benefit of the Secured Parties; provided, further, that the Trustee may only enforce such a lien in conjunction with the enforcement of the rights of Holders in the manner set forth in Sections 5.4 and 5.5. For the avoidance of doubt, any amount payable to the Trustee pursuant to Section 6.7(a) and not paid on any Payment Date pursuant to this paragraph shall remain outstanding and be payable on the next Payment Date (subject to the limitations of this paragraph and the Priority of Payments). The fees payable to the Trustee shall be computed on the basis of the actual number of days elapsed in the applicable Due Period divided by 360, and fees applicable to periods shorter or longer than a calendar quarterly period shall be prorated based on the number of days within such period. The Trustee shall apply amounts pursuant to Section 5.7 and Section 11.1(a)(A), (B) or (D) only to the extent that the payment thereof will not result in an Event of Default specified in and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 5.01(46.1(c)(iv) and Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder. No direction by a Majority of the Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture. The payment of any fee or Section 5.01(5expense due to the Trustee is subject to the availability of funds and the Priority of Payments. If, on any date when a fee shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable, together with compensatory interest thereon (at a rate not to exceed the federal funds rate), the expenses (including the reasonable charges on such later date on which a fee shall be payable and expenses of its counsel) and the compensation for the services sufficient funds are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indentureavailable therefor.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered 38 by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct 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 (including the reasonable compensation and the expenses and disbursements of its agents and counsel) of investigating or defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. Without limiting Subject to any other rights available to the Trustee under any applicable bankruptcy law, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(4clause (5) or (6) of Section 5.01(5)501 has occurred, the expenses (including the reasonable charges and expenses of its counsel) parties hereto and the Holders, by acceptance of the Securities, hereby agree that such expenses and compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions of this Section 607 shall survive any defeasance of the termination Securities in accordance with Article Thirteen, the payment of the Securities, and the resignation and removal of the Trustee in accordance with Section 610. SECTION 608. Disqualification; Conflicting Interests. --------------------------------------- The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act, including the optional provision of Section 310(b)(9) of the Trust Indenture Act, permitted by the second sentence thereof. Furthermore, the conflict of interest provisions of Section 310(b)(1) of the Trust Indenture Act regarding conflicts arising between different indentures shall also apply to any conflicts arising between series of Securities issued under this Indentureindenture.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee Trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in the Priority of Interest Proceeds, the Priority of Principal Proceeds or Section 11.1(a)(iii), but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesand the Guarantor will jointly and severally: (1a) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall will not be limited by to any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its bad faith, negligence or willful misconduct; and (3c) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it the Trustee harmless against, any and all lossesloss, liabilitiesdamage, damagesliability, claims claim, or expenses expense, including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without bad faith, negligence or willful misconduct on its part, 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 Company, a the Guarantor, a 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 9.06, except to the extent that such loss, damage, liability, claim, or expense is due to its own bad faith, negligence or willful misconduct. In addition to, but without prejudice to its other rights under the Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 8.01(a)(vii) or Section 8.01(a)(viii), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation and reasonable expenses as described in the Company and Trustee shall agree in writing Fee Agreement, dated November 14, 2016, as may be amended from time to time, for all services rendered by it hereunder the Trustee (which compensation shall will not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as agreed to by the Company and the Trustee from time to time; (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable and documented compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, their agents and employees for, and to hold it them harmless against, any loss, liability, claim (including any between the parties to this Indenture), suit or expense (including, without limitation, the reasonable and all lossesdocumented fees and disbursements of the Trustee’s agents, liabilitieslegal counsel, damages, claims or expenses accountants and experts) and including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part), arising out of or in connection with the acceptance or administration of the trust or trusts its duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 5.07) and defending itself against any claim (whether asserted by the Company, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense was due to the Trustee’s negligence or bad faith. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or interest on Securitieson, Subordinated Notes. Without limiting any rights available to Such lien will survive the satisfaction and discharge hereof. Any compensation or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 4.01 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcyinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, insolvency but the negligence or bad faith of any Trustee will not affect the rights of any other similar lawTrustee under this Section 5.07. The provisions of this Section shall 5.07 will, to the extent permitted by law, survive the any termination of this IndentureIndenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees will (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall will not be limited by to any provision of law in regard to the compensation of a trustee of an express trust); ; (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence or willful misconductbad faith; and and (3iii) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it them harmless against, any and all losses, liabilities, damages, claims or expenses and expenses, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee or predecessor Trustee and other taxes relating to the Trustee's or predecessor Trustee's overall business and operations) incurred without negligence or willful misconduct bad faith on its part, 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the . (b) The Trustee shall will have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owed to it or collected by the any predecessor Trustee as suchpursuant to this Section 11.06, except with respect to funds held in trust for the payment benefit of principal the Holders of particular Securities. (and premium, if anyc) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(49.01(a)(vii) or Section 5.01(59.01(a)(viii), the such expenses (including the reasonable charges fees and expenses of its counsel) and the Trustee's compensation for the such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency insolvency, or other similar law. . (d) The provisions of this Section shall 11.06 will survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing for all services rendered by it hereunder under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence or willful misconduct; and; (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability, action, suit, cost or expenses including taxes expense of any kind and nature whatsoever (other than taxes based upon, measured by or determined whether brought by the earnings Company, any holder or income of the Trusteeany third party) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderunder this Indenture, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Indenture or enforcing the terms of this Indenture including the indemnification provided herein; (4) to secure the Company’s obligations under this Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, ; (5) when the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.01(4) or Section 5.01(5)5.1, the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are arc intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable similar Federal or State bankruptcy, insolvency or other similar law. The law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall agree in writing Dollars for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including costs incurred in connection with applications to any Gaming Authority and including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3c) to indemnify each of in Dollars the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder holder of Notes or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien claim prior to the Securities Notes, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal amounts due on the Notes. The obligations of (the Company under this Section 6.7 to compensate and premium, if any) or interest on Securities. Without limiting any rights available to indemnify the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness under applicable law, when this Indenture and shall survive the satisfaction and discharge of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(45.1(f) or Section 5.01(5)(g) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its each of their respective directors, officers, directors, agents and employees for, and to hold it each of them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on Securitiesparticular Securities or any coupons. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 5.01(4501(3) or Section 5.01(5and (4), the such expenses (including the reasonable charges fees 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 or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this IndentureIndenture or the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company Issuer agrees: (1a) to pay to the Trustee from time to time such compensation as time, and the Company and Trustee shall agree in writing be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3c) to indemnify each of the Trustee or (including its officers, agents, and employees) and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct 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 or investigating any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4Sections 6.01(j) or Section 5.01(56.01(k), 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 federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3) or interest on any Notes. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or willful misconduct on its partexpense, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. As security for To ensure the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior senior claim to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5)5.01, 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 federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section 6.07 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee or any predecessor Trustee from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or any predecessor Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without gross negligence or willful misconduct 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 enforcing this Indenture against the Company (including this Section 6.07) and this Indenture and defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and regardless of whether any claims involve third parties or the Company. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee shall have a lien prior and to the Securities upon all property and funds held pay or collected by reimburse the Trustee as suchfor expenses, except funds held in trust for the payment of principal of (disbursements and premium, if any) or interest on Securitiesadvances shall constitute additional indebtedness hereunder. Without limiting any rights available to the Trustee or any predecessor Trustee under applicable law, when the Trustee or any predecessor Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), the 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 Bankruptcy Law. To secure the Company’s payment obligations in this Section 6.07, the Trustee or State bankruptcyany predecessor Trustee is hereby granted a lien prior to the Securities against all money or property held or collected by the Trustee, insolvency or other similar lawin its capacity as Trustee. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the defeasance of the Securities and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in the Priority of Interest Proceeds, the Priority of Principal Proceeds or Section 11.1(a)(iii), but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee. (e) Without limiting Section 5.4, the Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Notes.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)hereunder; (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3c) to indemnify each of the (i) Trustee and any predecessor Trustee, (ii) any Affiliate of the Trustee or any predecessor Trustee, and (iii) any officer, director, shareholder, member, partner, employee, representative, custodian, nominee or agent of the Trustee or any predecessor Trustee (each of the Persons in (i) through (iii), including the Trustee and its officersany predecessor Trustee in their respective individual and trustee capacities, directors, agents and employees being referred to as a "Fiduciary Indemnified Person") for, and to hold it each Fiduciary Indemnified Person harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims action, suit, cost or expenses expense of any kind and nature whatsoever, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) such Fiduciary Indemnified Person), incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of or the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Indenture Event of Default specified in Section 5.01(45.1(e) or Section 5.01(55.1(f), the expenses (including the reasonable charges legal fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence own negligence, wilful misconduct or willful misconductbad faith; and (3) to fully indemnify each of the Trustee or any predecessor Trustee (and its directors, officers, directors, agents employees and employees agents) for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) and reasonable legal fees and expenses, incurred without negligence negligence, wilful misconduct or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(6) or Section 5.01(55.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency insolvency, reorganization or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The provisions of this Section 6.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company (a) Subject to the Priority of Payments, the Issuer agrees: (1i) to pay to the Trustee from time to time such on each Payment Date in accordance with the Priority of Payments reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee and Custodian (subject to any written agreement between the Issuer and the Trustee) in a timely manner upon its request for all reasonable expenses, disbursements and advances (except as otherwise provided herein with respect to Interest Advances) incurred or made by the Trustee and Custodian in accordance with any provision of this Indenture (including securities transaction charges to the extent not waived due to the Trustee’s receipt of payments from a financial institution with respect to certain Eligible Investments, as specified by the Loan Obligation Manager and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 10.11 or 10.13 hereof, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith); (3iii) to indemnify each of the Trustee or any predecessor Trustee and Custodian and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof. (b) The Issuer may remit payment for such fees and expenses to the Trustee or, in the absence thereof, the Trustee may from time to time deduct payment of its fees and expenses hereunder from amounts on deposit in the Payment Account in accordance with the Priority of Payments. (c) The Trustee, in its capacity as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent, Custodian and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer, the Co-Issuer or any Permitted Subsidiary until at least one year and one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes issued under this Indenture. As security for This Section 6.7 shall survive termination of this Indenture or the performance resignation or removal of the Trustee (or Custodian). (d) The Trustee agrees that the payment of all amounts to which it is entitled pursuant to Sections 6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Assets and following realization of the Assets, any such claims of the Trustee against the Issuer, and all obligations of the Company under this Section Issuer, shall be extinguished. The Trustee will have a lien upon the Assets to secure the payment of such payments to it in accordance with the Priority of Payments; provided that the Trustee shall have a not institute any proceeding for enforcement of such lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien of this Indenture for the benefit of the Noteholders. Fees shall be accrued on the actual number of days in the related Interest Accrual Period. The Trustee shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default specified in Default. Subject to Section 5.01(4) or Section 5.01(5)6.9, the expenses (including Trustee shall continue to serve as Trustee under this Indenture notwithstanding the reasonable charges and expenses fact that the Trustee shall not have received amounts due to it hereunder. No direction by a Majority of its counsel) and the compensation Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any Payment Date when any amount shall be payable to the Trustee pursuant to this Indenture is not paid because there are insufficient funds available for the services payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which a fee shall be payable and sufficient funds are intended to constitute expenses available therefor in accordance with the Priority of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndenturePayments.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustee from time to time such compensation as the Company and Trustee shall agree Issuer in writing connection with this Indenture, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconduct; andbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to indemnify each of the Trustee or any predecessor Trustee and its officersOfficers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeexpenses) incurred without negligence or negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the performance of the obligations of the Company under this payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a lien prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (and premiumor, if anylonger, the applicable preference period then in effect) or interest on Securities. Without limiting any rights available plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under applicable law, when this Section 6.7 shall be secured by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5), 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. The provisions lien of this Section Indenture payable in accordance with the Priority of Payments, and shall survive the termination discharge of this IndentureIndenture and the resignation or removal of the Trustee. (e) Without limiting Section 5.4, the Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or the Co‑Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Notes.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee (and its directors, officers, directors, agents employees and employees agents) for, and to hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense, including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) ), incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(6) or Section 5.01(55.1(7), the -------------- -------------- expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds ----------- held in trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final, non-appealable order); and (3c) to indemnify each of the Trustee or any predecessor Trustee and Trustee, its officersagents, directors, agents employees and employees officers for, and to hold it them harmless against, any loss, liability, expense (including the reasonable fees, expenses and all lossesdisbursements of its agents and counsel), liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee)) incurred without gross negligence or willful misconduct on its parttheir part (as determined by a court of competent jurisdiction in a final, non-appealable order), 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 Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of . (and premium, if anyd) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4) or Section 5.01(5)Default, the 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 or other similar law. laws. (e) The Trustee shall have a lien prior to the Securities as to all property and funds held by it or by the Securities Administrator hereunder for any amount owning to it pursuant to Section 6.07 except with respect to funds held in trust for the benefit of the Holders of particular Securities. (f) The provisions of this Section 6.07 shall survive the termination of this Indenture, the resignation or removal of the Trustee and the payment of the Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall agree be agreed upon in writing from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify the Trustee and each of the Trustee or any predecessor Trustee and its directors, officers, directorsemployees, agents and employees and/or representatives for, and to hold it each of them harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or negligence, willful misconduct or bad faith on its each of their 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 themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustees' powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07 then past due, the Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of of, premium (and premium, if any) or interest on or any Additional Amounts with respect to particular Securities. Without limiting Any expenses and compensation for any rights available to services rendered by the Trustee under applicable law, when after the Trustee incurs expenses or renders services in connection with occurrence of an Event of Default specified in Section 5.01(4clause (5) or (6) of Section 5.01(5), the 5.01 shall constitute 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 all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company's obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductmisconduct as determined by a court of appropriate jurisdiction in a final, non-appealable judgment; and (3c) to indemnify each of the Trustee or Trustee, any predecessor Trustee and its officerstheir respective agents, directors, agents employees and employees officers for, and to hold it them harmless against, any loss, damage, claim, liability or out-of-pocket expense (including the reasonable compensation and all lossesthe expenses and disbursements of its agents and counsel, liabilities, damages, claims or expenses including court costs and taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee, any predecessor Trustee or their respective agents, directors, employees and officers or other than any such taxes which by law is for the account of the Holders of the Securities)) incurred without gross negligence or willful misconduct on its partor their part (as determined by a competent court of appropriate jurisdiction in a final, non-appealable judgment), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder, or in connection with enforcing the provisions of this Section. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification pursuant to the provisions of this Indenture. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall be entitled to participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory to the Trustee (and the Trustee shall cooperate in the defense thereof). The Trustee may employ separate counsel at the expense of the Company. Any settlement which affects the Trustee may not be entered into without the consent of the Trustee. After the Company has assumed the defense of any indemnified party hereunder, no such indemnified party may settle or compromise any suit or action without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). As security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. Without limiting any In addition to, but without prejudice to its other rights available to the Trustee under applicable lawthis Indenture, when the Trustee incurs out-of-pocket expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(e) or and Section 5.01(55.1(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 Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section 6.7, and the obligations of the Company hereunder, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this IndentureIndenture for any reason.

Compensation and Reimbursement. The Company agreesand the Guarantor (without duplication) each agree: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s gross negligence or willful misconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its agents, officers, directors, agents directors and employees for, and to hold it them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses expense (including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteetrustee)) incurred without gross negligence or willful misconduct on its their 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 themselves against any claim (whether asserted by the Company, a the Guarantor, a any Holder or any other Person) or liability (including the compensation and expenses of counsel) in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company and the Guarantor under this Section Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (of, and premium, if any) premium or interest (including any Additional Interest) on Securitiesor any Additional Amounts with respect to particular Securities or any Coupons appertaining thereto. Without limiting To the extent permitted by law, any rights available to compensation due or expense incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in or pursuant to Section 5.01(4) or Section 5.01(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are 5.1 is intended to constitute expenses an expense of administration under any then applicable Federal bankruptcy or State bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture, the termination of this IndentureIndenture for any reason, or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. (a) The Company Borrower agrees: (1i) to pay to each of the Loan Agent and the Collateral Trustee from time to time such on each Payment Date, in accordance with the Priority of Payments, reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law as set forth in regard to the compensation of a trustee of an express trust)Section 2.2 hereof; (2ii) except as otherwise expressly provided hereinherein and subject to the Priority of Payments, to reimburse each of the Trustee Agents (subject to any written agreement between the Borrower and the applicable Agent) in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee such Agent in accordance with any provision of this Indenture Agreement or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Agents pursuant to this Agreement or the Indenture, except any such expense, disbursement or advance as may be attributable to its negligence the applicable Agent’s gross negligence, willful misconduct or willful misconductbad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; and (3iii) to indemnify each of the Trustee or any predecessor Trustee Agents and its respective officers, directors, employees and agents and employees for, and to hold it them harmless against, any loss, liability or expense (including reasonable fees and all losses, liabilities, damages, claims or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trusteeattorneys and experts) incurred without negligence or gross negligence, willful misconduct or bad faith on its their part, arising out of or in connection with the acceptance acting or administration of the trust or trusts serving as an Agent hereunder, including the costs and expenses of defending itself themselves (including reasonable fees and costs of attorneys and experts) against any claim (whether asserted brought by or involving the Company, a Guarantor, a Holder Borrower or any other Personthird party) or liability in connection with the administration, exercise or performance of any of its their powers or duties hereunder and any other agreement or instrument related hereto and of enforcing this Agreement and any indemnification rights hereunder. As security This Section 7.8 shall survive the termination of this Agreement or the removal or resignation of the applicable Agent. (b) The Agents hereby agree not to cause the filing of a petition in bankruptcy against the Borrower for the performance non-payment to the Agents of any amounts provided by this Section 7.8 until at least one year and one day, or, if longer, the applicable preference period then in effect, plus one day, after the payment in full of all Debt issued under the Indenture and incurred under this Agreement. Nothing in this Section 7.8 shall preclude, or be deemed to stop, the Agents (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Borrower or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the applicable Agent, or (ii) from commencing against the Borrower or any of their properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding. This Section 7.8(b) shall survive the termination of this Agreement or the removal or resignation of the applicable Agent. (c) Each of the Agents acknowledges that all payments payable to it under this Agreement shall be subject to the Priority of Payments in the Indenture and payable as Administrative Expenses. If, on any date when any amount shall be payable to the Agents pursuant to this Agreement, insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available. Following realization of the Assets and distribution of proceeds in the manner provided in the Priority of Payments in the Indenture, any obligations of the Company Borrower and any claims of the Agents against the Borrower shall be extinguished and shall not thereafter revive. This Section 7.8(c) shall survive the termination of this Agreement or the removal or resignation or the applicable Agent. (d) In no event shall the Agents be liable for special, indirect, incidental punitive or consequential loss or damage (including but not limited to lost profits) even if the Agents have been advised of the likelihood of such damages and regardless of the form of action. (e) The Borrower’s payment obligations to each of the Agents under this Section the Trustee 7.8 shall have a lien prior to the Securities upon all property and funds held or collected be secured by the Trustee lien of the Indenture, and shall survive the termination of this Agreement, and the resignation or removal of such Agent, as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on Securitiesapplicable. Without limiting any rights available to the Trustee under applicable law, when the Trustee When either Agent incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 5.01(45.1(e) or Section 5.01(5)5.1(f) of the Indenture, 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 the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee for any series of Securities from time to time such compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder as shall be agreed upon in writing from time to time by the Issuer and such Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconductmisconduct or the negligence or willful misconduct of its officers, directors, employees or agents; and (3) to indemnify each such Trustee (which for purposes of the Trustee or any predecessor Trustee and this Section 607(3) shall include its officers, directors, agents employees and employees agents) for, and to hold it harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim or expenses expense (including taxes (other than taxes based upon, measured by or determined by on the earnings or income of the Trustee) incurred without negligence or willful misconduct on its partpart or on the part of its officers, directors, employees or agents, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the CompanyIssuer, a Guarantorthe Guarantors, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security The Trustee for the performance any series of the obligations of the Company under this Section the Trustee Securities shall have a lien prior to the Securities upon as to all property and funds held by such Trustee hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on such particular Securities. Without limiting any rights available to When the Trustee under applicable law, when the Trustee for any series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(4501(5) or Section 5.01(5501(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 federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including costs and expenses of enforcing this Indenture and defending itself against any claim (whether asserted by the Company, any Holder of Securities or any other Person) or liability in connection with the exercise of any of its powers or duties hereunder) in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee (and its directors, officers, directors, agents employees and employees agents) for, and to hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys’ fees of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for To secure the performance of Company’s payment obligations to the obligations of the Company under Trustee in this Section 6.7, the Trustee shall have a lien claim prior to the Securities upon on all money or property and funds held or collected controlled by the Trustee as suchTrustee, except funds other than money or property held in trust for the payment of to pay principal of (and premium, if any) or interest on the Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(45.1(7) or Section 5.01(55.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Each of the Company agreesand the Subsidiary Guarantors jointly and severally agree (1) to pay to the Trustee from time to time such reasonable compensation as the Company and Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconductbad faith; and (3) to indemnify the Trustee and each of the Trustee or any predecessor Trustee and its directors, officers, directorsemployees, agents and employees and/or representatives for, and to hold it each of them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) expense incurred without negligence or willful misconduct bad faith on its each of their 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 themselves against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustees' powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of of, premium (and premium, if any) or interest on or any Additional Amounts with respect to particular Securities. Without limiting Any expenses and compensation for any rights available to services rendered by the Trustee under applicable law, when after the Trustee incurs expenses or renders services in connection with occurrence of an Event of Default specified in Section 5.01(4clause (5) or (6) of Section 5.01(5), the 5.01 shall constitute 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 all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company's obligations under this Indenture and the termination of this Indenture.