Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Corporation agrees: (1) to pay to the Trustees from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by 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 each Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such Trustee in accordance with any provision of this Indenture, including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporation, except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunder.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and Trustee shall be agreed to agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Guarantor, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(4) or Section 5.1(55.01(5), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agrees:Issuers agree (1) to pay to the Trustees Trustee from time to time such compensation as the Issuers and Trustee shall be agreed to agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Issuers, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Issuers under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agreesCompany and each Subsidiary Guarantor jointly and severally agree: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing negotiated between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify the Trustees Trustee for, and to hold them it harmless against, any loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(55.01(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agreesEach of the Issuer and the Parent Guarantor agrees jointly and severally: (1) to pay to the Trustees Trustee from time to time such compensation as the Issuer and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except to the extent any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee and their respective officers, employees and directors for, and to defend and hold them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence(including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, willful misconduct backup withholding or bad faith taxes based on their part the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7607, the Trustees Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7the Trustee, in its capacity as Trustee, except with respect to funds money or property collected or held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 607 shall survive the satisfaction, resignation and removal of the Trustee and the satisfaction and discharge or termination of this Indenture and Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustees. The rightsTrustee and the final payment in full of the Securities, protections, powers, immunities and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. 6.7.1 The Corporation agrees: (1) Company and the Guarantor, jointly and severally, agree to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees parties for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable and itemized expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faith; andmisconduct. (3) 6.7.3 The Guarantor agrees to fully indemnify each of the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for When the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) 5.1.5 or Section 5.1(5)5.1.6, the expenses, expenses (including the reasonable and documented charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial 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 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under satisfaction and discharge of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Company agrees: (1i) to pay to the Trustees Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 each the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, the negligence or willful misconduct of the Trustee or bad faithof its agents or counsel; and (3iii) to indemnify the Trustees Trustee for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes, other than taxes based upon, or measured or determined by, the income of the Trustee, (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. . (b) As security for the performance of the obligations of the Corporation Company under this Section 6.7Section, the Trustees Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. Without limiting any rights available to . (c) When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(v) or and Section 5.1(55.01(vi), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and Trustee shall be agreed to agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on their part 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 themselves itself against any claim (whether against the Company, a Holder or any other Person) or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for hereunder or in connection with enforcing the performance Provisions of the obligations of the Corporation under this Section 6.7, the Trustees 6.07. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(55.01(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees Trustee shall from time to time agree in writing for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable reasonable, documented expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claims, liability or expense including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Corporation, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7, 607 the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7hereunder, except with respect to upon funds held in trust for the benefit payment of the Holders 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 Trustees under applicable lawthis Indenture, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(6) or Section 5.1(5501(7), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunder.

Compensation and Reimbursement. The Corporation (a) Each of the Issuers agrees: (1i) to pay to the Trustees Trustee from time to time in Dollars such compensation as shall be agreed to from time to time in writing between the Corporation Issuers and the Trustees Trustee for all services rendered by them hereunder, 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 each the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3iii) to indemnify each of the Trustees Trustee and any predecessor Trustee and their agents in Dollars for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon, or measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toIssuers, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their 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 Corporation Issuers under this Section 6.7Section, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. Without limiting any rights available to . (c) When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(f) or and Section 5.1(55.01(g), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and Trustee shall be agreed to agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Guarantor, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(55.01(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred without negligenceexpense, willful misconduct including taxes (other than taxes based upon, measured by or bad faith on their part determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.79.7, except with respect to funds held in trust for the benefit of the Holders holders of particular SecuritiesDebentures. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(47.1(a)(iv), Section 7.1(a)(v) or Section 5.1(57.1(a)(vi), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustees from time to time such compensation as shall be agreed to Issuer in writing between the Corporation and the Trustees connection with this Indenture, for all services rendered by them hereunder, 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 each the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this IndentureIndenture or other Transaction Document (including, including without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and) 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 Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves (including reasonable attorney’s fees and costs) against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 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 obligations of the Corporation Trustee to collect amounts owed to it under this Section 6.7Indenture. If, the Trustees on any date when a fee or an expense shall have a lien prior be payable to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7Indenture, except with respect to insufficient funds held in trust are available for the benefit payment thereof, any portion of 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 Holders filing of particular Securities. Without limiting any rights available a petition in bankruptcy for the non-payment to the Trustees under applicable lawTrustee of any amounts provided by this Section 6.7 until at least one year (or, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5)if longer, the expensesapplicable preference period then in effect) plus one day, including after the reasonable charges and expenses payment in full of their counsel, and all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the compensation for the services are intended to constitute expenses of administration Trustee under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation agreesEach of the Issuer and the Parent Gxxxxxxxx agrees jointly and severally: (1) to pay to the Trustees Trustee from time to time such compensation as the Issuer and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except to the extent any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee and their respective officers, employees and directors for, and to defend and hold them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence(including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, willful misconduct backup withholding or bad faith taxes based on their part the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7607, the Trustees Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7the Trustee, in its capacity as Trustee, except with respect to funds money or property collected or held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 607 shall survive the satisfaction, resignation and removal of the Trustee and the satisfaction and discharge or termination of this Indenture and Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustees. The rightsTrustee and the final payment in full of the Securities, protections, powers, immunities and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agreesEach of the Issuer and the Parent Xxxxxxxxx agrees jointly and severally: (1) to pay to the Trustees Trustee from time to time such compensation as the Issuer and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except to the extent any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee and their respective officers, employees and directors for, and to defend and hold them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence(including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, willful misconduct backup withholding or bad faith taxes based on their part the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7607, the Trustees Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7the Trustee, in its capacity as Trustee, except with respect to funds money or property collected or held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 607 shall survive the satisfaction, resignation and removal of the Trustee and the satisfaction and discharge or termination of this Indenture and Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustees. The rightsTrustee and the final payment in full of the Securities, protections, powers, immunities and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees 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 be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by 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 each the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee and its agents, directors, employees and officers for, and to hold them harmless against, any loss, liability or out-of-pocket expense (including the reasonable compensation, expenses and disbursements of its agents and counsel) incurred without negligence, bad faith or willful misconduct on its or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either the Trustee in such Trustee pursuant to this Section 6.7capacity, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. Without limiting any rights available to If the Trustees under applicable law, when either 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 5.1(4) or Section 5.1(5)Default, the expenses, including the reasonable charges and expenses of their 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 U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawState law for the relief of debtors. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Company agrees: (1) to pay to the Trustees 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 be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by 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 each the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee and its agents, directors, employees and officers for, and to hold them harmless against, any loss, claim, damage, liability or reasonable out-of-pocket expense (including the reasonable compensation, expenses and disbursements of its agents and counsel) incurred without negligence, bad faith or willful misconduct on its or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7Section, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for the Trustee in such capacity, and may withhold or set-off any amount amounts due and owing to them it under this Indenture from any money or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds property held or collected by it in trust for its capacity as Trustee. If the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 5.1(4) or Section 5.1(5)Default, the expenses, including the reasonable charges and expenses of their 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 U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawState law for the relief of debtors. The provisions of this Section 6.7 8.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the TrusteesTrustee and the satisfaction, discharge and termination of this Indenture 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 rightsCompany shall defend the claim, protections, powers, immunities and indemnities afforded with counsel reasonably satisfactory to the Trustees under this Indenture 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 afforded 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 other trustee, any Paying Agent, any Registrar, any Authenticating Agent suit or any Custodian appointed hereunderaction without the consent of the Company (not to be unreasonably withheld or delayed).

Compensation and Reimbursement. The Corporation Company and each Guarantor jointly and severally agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing between by the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationand all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligenceits negligence or willful misconduct, willful misconduct or bad faithas determined by a final order of a court of competent jurisdiction; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, agents, directors and employees for, and to hold each of them harmless against, any lossand all losses, liability or expense damages, claims, liabilities, expenses (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and all Persons not regularly in its employ) and costs (including taxes) incurred without negligence, negligence or willful misconduct or bad faith on their its part 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 themselves itself against any claim or liability (whether asserted by the Company, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their 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 Corporation In addition to, but without prejudice to its other rights under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable lawIndenture, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunder.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may shall be attributable determined by a court of competent jurisdiction to such Trustee’s negligence, have been caused by its own negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify the Trustees Trustee, any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, liability liability, claim, damage, taxes (other than taxes based upon the income of the Trustee) or expense (including legal fees and expenses) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves against any claim or liability (whether asserted by the Company, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (or premium, if any) or interest on Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(55.01(e), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee (acting in any capacity) upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may shall be attributable determined to such Trustee’s have been caused by its own negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees Trustee (acting in any capacity hereunder) for, and to hold them it harmless against, any and all loss, liability liability, damage claim or expense incurred without negligence, willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(5(6), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar bankruptcy law. The provisions of Company’s obligations under this Section 6.7 6.07 and any lien arising hereunder shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of any Trustee, the Trustees. The rights, protections, powers, immunities and indemnities afforded discharge of the Company’s obligations pursuant to the Trustees under Article IV of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderand/or the termination of this Indenture.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustees from time to time such compensation as shall be agreed to Issuer in writing between the Corporation and the Trustees connection with this Indenture, for all services rendered by them hereunder, 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 each the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this IndentureIndenture or other Transaction Document (including, including without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and) 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 Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves (including reasonable attorney’s fees and costs) against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 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 obligations of the Corporation Trustee to collect amounts owed to it under this Section 6.7Indenture. If, the Trustees on any date when a fee or an expense shall have a lien prior be payable to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7Indenture, except with respect to insufficient funds held in trust are available for the benefit payment thereof, any portion of 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 Holders filing of particular Securities. Without limiting any rights available a petition in bankruptcy for the non-payment to the Trustees under applicable lawTrustee of any amounts provided by this Section 6.7 until at least one year (or, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5)if longer, the expensesapplicable preference period then in effect) plus one day, including after the reasonable charges and expenses payment in full of their counsel, and all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the compensation for the services are intended to constitute expenses of administration Trustee under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rightsTrustee. (e) Without limiting Section 5.4, protectionsthe 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, powersif longer, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderapplicable preference period) plus one day after the payment in full of all of the Notes.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to upon in writing between the Corporation and the Trustees from time to time for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on each of their 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustees’ powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.76.07, the Trustees Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, 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 Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4clause (5) or (6) of Section 5.1(5), the expenses, including the reasonable charges 5.01 shall constitute expenses and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any all applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.7 6.07 and any lien arising hereunder shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to Trustee or the Trustees discharge of the Company’s obligations under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderand the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between among the Corporation and the Trustees parties hereto for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such the Trustee’s negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee acting in any capacity or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, liability or expense incurred (including, without negligencelimitation, willful misconduct the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or bad faith on their part determined by the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by the Company, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of 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 Corporation Company under this Section 6.7Section, the Trustees shall Trustee will have a lien prior to the Debt Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular or interest on Debt Securities. Without limiting any rights available to Such lien will survive the Trustees under applicable law, when either satisfaction and discharge hereof. Any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.1(44.1(1) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are 4.1(2) is intended to constitute expenses an expense of administration under any then applicable U.S. bankruptcy or Canadian federalinsolvency law. “Trustee” for purposes of this Section 5.7 will include any predecessor Trustee, state but the negligence or provincial bankruptcy, insolvency 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 6.7 shall 5.7 will, to the extent permitted by law, survive the satisfaction, discharge or any termination of this Indenture (including, without limitation, termination in accordance with any federal or state law for the relief of debtors) and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to upon in writing between the Corporation and the Trustees from time to time for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on each of their 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustees’ powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.76.07 then past due, the Trustees Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, 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 Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4clause (5) or (6) of Section 5.1(5), the expenses, including the reasonable charges 5.01 shall constitute expenses and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any all applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.7 6.07 and any lien arising hereunder shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to Trustee or the Trustees discharge of the Company’s obligations under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderand the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee promptly upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, 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 counsel subject to prior agreement by the Corporationduties as Trustee), except any such expense, disbursement or advance as may be attributable to such the Trustee’s negligence, gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustees forTrustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and to hold them other experts employed by it in the exercise and performance of its powers and duties as Trustee harmless againstfrom and against any and all losses, any lossliabilities, liability damages, costs or expense expenses suffered or incurred without negligence, willful misconduct or bad faith on their part by 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toCompany, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their 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 Corporation Company under this Section 6.7Section, the Trustees shall Trustee will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of particular Securitiesprincipal of, or interest on, Subordinated Notes. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall Such lien will survive the satisfaction, satisfaction and discharge or termination of this Indenture hereof and the resignation or removal of the TrusteesTrustee. Any compensation or expense incurred by the Trustee after a default specified by Section 4.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, but the negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 5.07. The rightsprovisions of this Section 5.07 will, protections, powers, immunities and indemnities afforded to the Trustees under extent permitted by law, survive any termination of this Indenture shall be afforded to (including, without limitation, termination in accordance with any other trustee, any Paying Agent, any Registrar, any Authenticating Agent Bankruptcy Laws) and the resignation or any Custodian appointed hereunderremoval of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be the Company and the Trustee have agreed to upon in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and; (3) to indemnify each of the Trustees Trustee (which for purposes of this Section 606(3) shall include its directors, officers, employees and agents) and any predecessor Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 this Indenture, no later than five (5) business days of its execution. When the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial 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 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustees from time to time such compensation as shall be agreed to Issuer in writing between the Corporation and the Trustees connection with this Indenture, for all services rendered by them hereunder, 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 each the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this IndentureIndenture or other Transaction Document (including, including without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and) 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 Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves (including reasonable attorney’s fees and costs) against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 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 obligations of the Corporation Trustee to collect amounts owed to it under this Section 6.7Indenture. If, the Trustees on any date when a fee or an expense shall have a lien prior be payable to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7Indenture, except with respect to insufficient funds held in trust are available for the benefit payment thereof, any portion of 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 Holders filing of particular Securities. Without limiting any rights available a petition in bankruptcy for the non-payment to the Trustees under applicable lawTrustee of any amounts provided by this Section 6.7 until at least one year (or, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5)if longer, the expensesapplicable preference period then in effect) plus one day, including after the reasonable charges and expenses payment in full of their counsel, and all Securities issued under this Indenture. (d) The Issuer’s payment obligations to the compensation for the services are intended to constitute expenses of administration Trustee under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rightsTrustee. (e) Without limiting Section 5.4, protectionsthe 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, powersif longer, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderapplicable preference period) plus one day after the payment in full of all of the Securities.

Compensation and Reimbursement. The Corporation agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees Trustee shall from time to time agree in writing for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred without negligenceexpense, willful misconduct including taxes (other than taxes based upon, measured by or bad faith on their part determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.79.7, except with respect to funds held in trust for the benefit of the Holders holders of particular SecuritiesDebentures. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(47.1(a)(iv), Section 7.1(a)(v) or Section 5.1(57.1(a)(vi), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, it 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 each the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement disbursement, or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and; (3) to indemnify each of the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability damage, claim, liability, or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7Indenture; (4) to secure the Company’s obligations under this Section, the Trustees Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7in its capacity as Trustee, except with respect to funds for such money and property which is held in trust for to pay principal (and premium, if any) or interest on particular Securities, and the benefit claims of the Holders of particular Securities. Without limiting any rights available Trustee under this Section shall not be subject to the Trustees under applicable law, provisions of Article XIV; (5) when either the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.1(45.1(1) or Section 5.1(5(2), the expenses, including the reasonable charges and such expenses of their 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 U.S. similar Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The State law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be the Company and the Trustee have agreed to upon in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and; (3) to indemnify each of the Trustees Trustee (which for purposes of this Section 606(3) shall include its directors, officers, employees and agents) and any predecessor or successor Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 this Indenture, no later than five (5) business days of its execution. When the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial 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 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation (a) Subject to the Priority of Payments, the Issuer agrees: (1i) to pay to the Trustees from time to time such Trustee on each Payment Date in accordance with the Priority of Payments reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each 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 such the Trustee in accordance with any provision of this IndentureIndenture (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, including as specified by the Loan Obligation Manager and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and); (3iii) to indemnify the Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on their part 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 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 provision shall survive termination of this Indenture. (d) The Trustee agrees that the performance 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 Corporation under this Section 6.7Issuer, the Trustees shall be extinguished. The Trustee will have a lien prior upon the Assets to secure the Securities upon all property and funds held by them hereunder payment of such payments to it in accordance with the Priority of Payments; provided that the Trustee shall not institute any proceeding for any amount owing to them or any predecessor enforcement of either such Trustee lien except in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien of this Section 6.7, except with respect to funds held in trust Indenture for the benefit of the Holders Noteholders. Fees shall be accrued on the actual number of particular Securitiesdays in the related Interest Accrual Period. Without limiting any rights available The Trustee shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only to the Trustees under applicable lawextent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee will not, when either Trustee incurs expenses or renders services in connection with by itself, constitute an Event of Default specified in Default. Subject to Section 5.1(4) or Section 5.1(5)6.9, the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees 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 afforded payable to any other trusteethe Trustee pursuant to this Indenture is not paid because there are insufficient funds available for the payment thereof, any Paying Agent, any Registrar, any Authenticating Agent all or any Custodian appointed hereunderportion 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 Corporation agrees: Company agrees (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Noteholder or any Holderother Person) or liability, the Corporation or otherwise) and of enforcing the terms complying with any process served upon it or any of this Indenture (includingits officers, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for The Company shall defend the performance claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of the obligations of the Corporation under this Section 6.7, the Trustees such counsel. The Trustee shall have a lien prior to the Securities upon Notes as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.77.07, except with respect to funds held in trust for the benefit of the Holders holders of particular SecuritiesNotes. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(46.01(e) or Section 5.1(56.01(f), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunder.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3c) to indemnify each of the Trustees Trustee and any predecessor for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, Holder or the Corporation Company or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7Section, the Trustees Trustee shall have a lien claim prior to the Securities Senior Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesSenior Notes. Without limiting any rights available to If the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4Sections 501(f) or Section 5.1(5through (j), the expenses, including the reasonable charges expenses and expenses of their counsel, and the compensation for the such services are intended to constitute expenses of administration under the Federal Bankruptcy Code or any applicable U.S. or Canadian similar federal, state or provincial bankruptcy, insolvency or other similar lawforeign law for the relief of debtors. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee, its officers, directors, employees and agents for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence, gross negligence or willful misconduct or bad faith on any of their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the The obligations of the Corporation Company under this Section 6.7to compensate the Trustee and to pay or reimburse the Trustee for expenses, the Trustees disbursements and advances shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securitiesconstitute additional indebtedness hereunder. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(4) or Section 5.1(55.01(5), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. 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 Canadian federalproperty held or collected by the Trustee, state or provincial bankruptcy, insolvency or other similar lawin its capacity as Trustee. The provisions of this Section 6.7 shall survive the satisfaction, satisfaction and discharge or termination of this Indenture and the defeasance of the Securities and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation agreesEach of the Issuer and the Parent Guarantor agrees jointly and severally: (1) to pay to the Trustees Trustee from time to time such compensation as the Issuer and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except to the extent any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee and any predecessor Trustee and their respective officers, employees and directors for, and to defend and hold them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence(including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, willful misconduct backup withholding or bad faith taxes based on their part the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7607, the Trustees Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7the Trustee, in its capacity as Trustee, except with respect to funds money or property collected or held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, Such lien and the compensation for obligations of the services are intended to constitute expenses of administration Issuer under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 607 shall survive the satisfaction, resignation and removal of the Trustee and the satisfaction and discharge or termination of this Indenture and Indenture. The indemnity contained herein shall survive the resignation or removal of the Trustees. The rightsTrustee and the final payment in full of the Securities, protections, powers, immunities and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees 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 be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by 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 each the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee and its agents, directors, employees and officers for, and to hold them harmless against, any loss, liability or out-of-pocket expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, bad faith or willful misconduct on its or bad faith on their part part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and out-of-pocket expenses of defending themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7Section, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. Without limiting any rights available to If the Trustees under applicable law, when either Trustee incurs out-of-pocket expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4) or Section 5.1(5)Default, the expenses, including the reasonable charges and expenses of their 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 U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees 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 be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by 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 each the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may shall be attributable determined to such Trustee’s have been caused by its own negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their agents, directors, employees and officers for, and to hold them harmless against, any and all loss, claim, damage, 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 income of the Trustee)) incurred without negligence, bad faith or willful misconduct on its or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toCompany, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7Section, the Trustees Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either the Trustee in such Trustee pursuant to this Section 6.7capacity, except with respect to funds held in trust for the benefit payment of principal of, premium, if any, or interest, if any, on particular Notes. If the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 5.1(4) or Section 5.1(5)Default, the expenses, including the reasonable charges and expenses of their 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 U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 6.7 8.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay to the Trustees from time to time such compensation Trustee on each Payment Date reasonable compensation, as shall be agreed to set forth in writing between the Corporation and the Trustees a separate fee schedule, for all services rendered by them hereunder, 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 each the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this IndentureIndenture or other Transaction Document (including, including without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and) 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 Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorney’s fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves (including reasonable attorney’s fees and costs) against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 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 obligations of the Corporation Trustee to collect amounts owed to it under this Section 6.7Indenture. If, the Trustees on any date when a fee or an expense shall have a lien prior be payable to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7Indenture, except with respect to insufficient funds held in trust are available for the benefit payment thereof, any portion of 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 Holders filing against the Issuer or any of particular Securities. Without limiting any rights available its subsidiaries, of a petition in bankruptcy for the non-payment to the Trustees under applicable lawTrustee of any amounts provided by this Section 6.7 until at least one year and one day, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5)or, if longer, the expensesapplicable preference period then in effect and one day, including after the reasonable charges and expenses payment in full of their counsel, and all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the compensation for the services are intended to constitute expenses of administration Trustee under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the TrusteesTrustee. The rightsWhen the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e) or Section 5.1(f), protections, powers, immunities and indemnities afforded the expenses are intended to constitute expenses of administration under the Trustees under this Indenture shall be afforded to Bankruptcy Code or any other trusteeapplicable federal or state bankruptcy, any Paying Agent, any Registrar, any Authenticating Agent insolvency or any Custodian appointed hereundersimilar law.

Compensation and Reimbursement. The Corporation agreesIssuers agree, jointly and severally: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees parties for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Issuers, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(55.01(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its gross negligence or bad faith; and (3) to indemnify the Trustees Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for When the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4paragraph (7) or (8) of Section 5.1(5)501 of this Indenture, the expenses, including the reasonable charges and such expenses of their counsel, and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. Insolvency or Canadian federalLiquidation Proceeding. For the purposes of this paragraph, state "Insolvency or provincial bankruptcyLiquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other similar law. The provisions winding-up proceeding of this Section 6.7 shall survive such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the satisfaction, discharge benefit of creditors or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereundermarshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee for any series of Securities from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by such Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify the Trustees such Trustee for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense (including taxes other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holderthe Company, the Corporation Guarantor, a Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security The Trustee for the performance any series of the obligations of the Corporation under this Section 6.7, the Trustees Securities shall have a lien prior to the Securities upon as to all property and funds held by them such Trustee hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of such particular Securities. Without limiting When the Trustee for any rights available to the Trustees under applicable law, when either Trustee series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify and defend the Trustees Trustee and its officers, directors, employees, representatives and agents for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) of whatever kind or nature regardless of their merit incurred without negligence, willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Corporation, a Holder or any Holderother Person and all reasonable attorneys fees, the Corporation consultants fees, expenses and court costs or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the earlier resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. (a) The Corporation agrees: Company will (1i) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement disbursement, or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and and (3iii) to indemnify the Trustees Trustee and any predecessor Trustee for, and to hold them harmless against, any lossand all losses, liability liabilities, damages, claims and expenses, including taxes (other than taxes based on the income of the Trustee or expense predecessor Trustee and other taxes relating to the Trustee's or predecessor Trustee's overall business and operations) incurred without negligence, willful misconduct negligence or bad faith on their 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall . (b) The Trustee will have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing owed to them it or any predecessor of either such Trustee pursuant to this Section 6.710.06, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to . (c) When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(48.01(a)(vii) or Section 5.1(58.01(a)(viii), the expenses, such expenses (including the reasonable charges fees and expenses of their its counsel, ) and the Trustee's compensation for the such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, or other similar law. . (d) The provisions of this Section 6.7 shall 10.06 will survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 Trustee the Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by such Trustee the Trustees in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct their negligence or bad faith; and (3) to indemnify the Trustees for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of 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 Corporation under this Section 6.7Company, the Trustees shall have a lien claim prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7the Trustees as such, except with respect to funds held in trust for the benefit payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.1(5) or Section 5.1(55.1(6), the expenses, expenses (including the reasonable charges and expenses expense of their its counsel, ) of and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligenceshall have been caused by its negligence or willful misconduct, willful misconduct or bad faithand the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (3) to indemnify the Trustees Trustee, and its officers, directors, employees, agents and affiliates for, and to hold them it harmless against, any loss, liability liability, claim or expense incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the performance services are intended to constitute expenses of the obligations of the Corporation administration under this Section 6.7any applicable federal or state bankruptcy, the Trustees insolvency or other similar law. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee promptly upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, 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 counsel subject to prior agreement by the Corporationduties as Trustee), except any such expense, disbursement or advance as may be attributable to such the Trustee’s negligence, gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustees forTrustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and to hold them other experts employed by it in the exercise and performance of its powers and duties as Trustee harmless againstfrom and against any and all losses, any lossliabilities, liability damages, costs or expense expenses suffered or incurred without negligence, willful misconduct or bad faith on their part by 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toCompany, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their 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 Corporation Company under this Section 6.7Section, the Trustees shall Trustee will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of particular Securitiesprincipal of, or interest on, Subordinated Notes. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall Such lien will survive the satisfaction, satisfaction and discharge or termination of this Indenture hereof and the resignation or removal of the TrusteesTrustee. Any compensation or expense incurred by the Trustee after a default specified by Section 4.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, but the negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 5.07. The rightsprovisions of this Section 5.07 will, protections, powers, immunities and indemnities afforded to the Trustees under extent permitted by law, survive any termination of this Indenture shall be afforded to (including, without limitation, termination in accordance with any other trustee, any Paying Agent, any Registrar, any Authenticating Agent Bankruptcy Laws) and the resignation or any Custodian appointed hereunderremoval of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as the Company and Trustee shall be agreed to agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.7, the Trustees Trustee shall have a lien prior to the Securities upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (and premium, if any) or interest on Securities. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.1(5) or Section 5.1(55.1(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall from time to time be agreed to in writing between the Corporation and the Trustees parties for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, liability liability, damage, claims or expense expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toCompany, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their its powers or duties hereunderhereunder , or in connection with enforcing the provisions of this Section. As security for the performance of the The obligations of the Corporation Company under this Section 6.7to compensate the Trustee and to pay or reimburse the Trustee for expenses, the Trustees disbursements and advances shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securitiesconstitute additional indebtedness hereunder. Without limiting any rights available to the Trustees Trustee under applicable law, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(e) or Section 5.1(55.01(f), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions As security for the performance of the obligations of the Company under this Section 6.7 the Trustee shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded have a lien prior to the Trustees under this Indenture shall be afforded to any other trusteeSecurities upon all property and funds held or collected by the Trustee as such, any Paying Agentexcept funds held in trust for the payment of principal of (and premium, any Registrar, any Authenticating Agent if any) or any Custodian appointed hereunderinterest on particular Securities.

Compensation and Reimbursement. The Corporation agrees:Company and the Guarantor agree (1) to pay to the Trustees Trustee from time to time such compensation as the Company and the Trustee shall be agreed from time to time agree in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify the Trustees Trustee and its officers, directors, employees, agents and any predecessor Trustee for, and to hold them it harmless against, any and all claim, loss, liability or expense including taxes including reasonable attorney’s fees and expenses (other than taxes imposed on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holderthe Company, the Corporation Guarantor, a Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.7, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial 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 6.7 shall survive the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees Trustee shall from time to time agree in writing for all services rendered by them hereunder, 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 Trustee the Trustees upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to the fullest extent permitted by law, to indemnify the Trustees each Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, actions, suits, liability or expense incurred without negligenceexpense, willful misconduct including taxes (other than taxes based upon, measured by or bad faith on their part determined by the income of the Trustee) of any nature whatsoever, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held by them it hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.79.7, except with respect to funds held in trust for the benefit of the Holders holders of particular SecuritiesDebentures. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(47.1(a)(iv), Section 7.1(a)(v) or Section 5.1(57.1(a)(vi), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay the Collateral Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule delivered to the Trustees from time to time such compensation as shall be agreed to Issuer in writing between the Corporation and the Trustees connection with this Indenture, for all services rendered by them hereunder, it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a collateral trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse each the Collateral Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Collateral Trustee in accordance with any provision of this IndentureIndenture or the Loan 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 legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationCollateral 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 such Trustee’s its negligence, willful misconduct or bad faith; and) 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 Collateral 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 Trustees Collateral Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves (including reasonable attorney’s fees and costs) against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their powers or duties hereunder. As security hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Collateral 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 Collateral 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 Collateral 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 payment thereof. Subject to Section 6.9, the Collateral Trustee shall continue to serve as Collateral Trustee under this Indenture notwithstanding the fact that the Collateral Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Collateral Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the obligations of the Corporation Collateral Trustee to collect amounts owed to it under this Section 6.7Indenture. If, the Trustees on any date when a fee or an expense shall have a lien prior be payable to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Collateral Trustee pursuant to this Section 6.7Indenture, except with respect to insufficient funds held in trust are available for the benefit payment thereof, any portion of 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 Collateral Trustee hereby agrees not to cause the Holders filing of particular Securities. Without limiting any rights available a petition in bankruptcy for the non-payment to the Trustees under applicable lawCollateral Trustee of any amounts provided by this Section 6.7 until at least one year (or, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5)if longer, the expensesapplicable preference period then in effect) plus one day, including after the reasonable charges and expenses payment in full of their counsel, and all Securities issued or incurred under this Indenture or the compensation for Loan Agreement. (d) The Issuer’s payment obligations to the services are intended to constitute expenses of administration Collateral Trustee under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderCollateral Trustee.

Compensation and Reimbursement. The Corporation agreesIssuer and Guarantors, jointly and severally, agree: (1) to pay to the Trustees Trustee for any series of Securities from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by such Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its own negligence or willful misconduct or bad faiththe negligence or willful misconduct of its officers, directors, employees or agents; and (3) to indemnify the Trustees such Trustee (which for purposes of this Section 607(3) shall include its officers, directors, employees and agents) for, and to hold them it harmless against, any and all loss, liability liability, damage, claim or expense (including taxes other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct on its part or bad faith on their 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 themselves itself against any claim or liability (whether asserted by any Holderthe Issuer, the Corporation Guarantors, a Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security The Trustee for the performance any series of the obligations of the Corporation under this Section 6.7, the Trustees Securities shall have a lien prior to the Securities upon as to all property and funds held by them such Trustee hereunder for any amount owing to them it or any predecessor of either such Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of such particular Securities. Without limiting When the Trustee for any rights available to the Trustees under applicable law, when either Trustee series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5501(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such the Trustee’s negligence, gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustees forTrustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and to hold them other experts employed by it in the exercise and performance of its powers and duties as Trustee harmless againstfrom and against any and all losses, any lossliabilities, liability damages, costs or expense expenses suffered or incurred without negligence, willful misconduct or bad faith on their part by 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited toCompany, any indemnification provided hereunderHolder or any other Person) or liability in connection with the exercise or performance of any of their 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. 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 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 Corporation Company under this Section 6.7Section, the Trustees shall Trustee will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of principal of, or interest on, Subordinated Notes. Such lien will survive the Holders of particular Securitiessatisfaction and discharge hereof. Without limiting any rights available to Any compensation or expense incurred by the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are 4.01 is intended to constitute expenses an expense of administration under any then applicable U.S. bankruptcy or Canadian federalinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, state but the negligence or provincial bankruptcy, insolvency 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 6.7 shall 5.07 will, to the extent permitted by law, survive the satisfaction, discharge or any termination of this Indenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such and, within 30 days of receiving a written request therefor, reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify indemnify, within 30 days of receiving a written request therefor, each of the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for When the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(7) or Section 5.1(55.01(8), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial 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 or Make-Whole Amount, if any) or interest on particular Securities or any coupons. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee or any predecessor Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee or any predecessor Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustees Trustee or any predecessor Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, gross negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Corporation Company under this Section 6.7to compensate the Trustee and to pay or reimburse the Trustee for expenses, the Trustees disbursements and advances shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securitiesconstitute additional indebtedness hereunder. Without limiting any rights available to the Trustees Trustee or any predecessor Trustee under applicable law, when either the Trustee or any predecessor Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(4) or Section 5.1(55.01(5), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. Bankruptcy Law. To secure the Company’s payment obligations in this Section 6.07, the Trustee or Canadian federalany predecessor Trustee is hereby granted a lien prior to the Securities against all money or property held or collected by the Trustee, state or provincial bankruptcy, insolvency or other similar lawin its capacity as Trustee. The provisions of this Section 6.7 shall survive the satisfaction, satisfaction and discharge or termination of this Indenture and the defeasance of the Securities and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation agrees:Trust shall, subject to Section (1a) pay, or cause to pay be paid, to the Trustees Trustee (in its individual capacity), from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements and advances documented expenses incurred or made by such in serving as Trustee in accordance with any provision of this Indenturehereunder, including the reasonable compensation and the compensation, expenses and disbursements of its agents such agents, representatives, experts and counsel subject as the Trustee may employ in connection with the exercise and performance of its rights and its 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, however, that, notwithstanding anything to the contrary in this Trust Agreement, the Expense Cap shall not apply to: (i) any fees, expenses or disbursements of legal counsel to the Trustee incurred prior agreement by to January 1, 2021 in an amount up to $100,000; or (ii) any fees payable to the CorporationTrustee pursuant to the fee letter referred to above; (b) indemnify, defend and hold harmless the Trustee (solely in its individual capacity ) and any of the officers, directors and employees of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes (other than any tax attributable to the Trustee’s compensation for serving as such) and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons in connection with the performance of this Trust Agreement, the creation, operation or 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 expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees for, and to hold them harmless against, any loss, liability 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 gross negligence, willful misconduct or bad faith or willful misconduct, on their part 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 themselves against any claim or liability (whether asserted by any Holder, incurred in contesting the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance imposition of any of their 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 Corporation Trust under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 7.13 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to shall survive the Trustees under termination of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrust Agreement and/or the Trust.

Compensation and Reimbursement. The Corporation agreesCompany and the Guarantor will jointly and severally: (1a) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement disbursement, or advance as may be attributable to such Trustee’s negligence, willful misconduct or its bad faith, negligence or willful misconduct; and (3c) to indemnify each of the Trustees Trustee and any predecessor Trustee for, and to hold them the Trustee harmless against, any and all loss, liability damage, liability, claim, or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligencebad faith, negligence or willful misconduct or bad faith on their 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 themselves itself against any claim or liability (whether asserted by any Holderthe Company, the Corporation Guarantor, or otherwiseany Holder or any other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for , or in connection with enforcing the performance provisions of the obligations of the Corporation under this Section 6.79.06, the Trustees shall have a lien prior except to the Securities upon all property and funds held by them hereunder for any amount owing extent that such loss, damage, liability, claim, or expense is due to them its own bad faith, negligence or any predecessor of either such Trustee pursuant willful misconduct. In addition to, but without prejudice to this Section 6.7, except with respect to funds held in trust for its other rights under the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable lawIndenture, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(48.01(a)(vii) or Section 5.1(58.01(a)(viii), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions As security for the performance of the obligations of the Company under this Section 6.7 the Trustee shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded have a lien prior to the Trustees under this Indenture shall be afforded to any other trusteeSecurities upon all property and funds held or collected by the Trustee as such, any Paying Agentexcept funds held in trust for the payment of principal of (and premium, any Registrar, any Authenticating Agent if any) or any Custodian appointed hereunderinterest on particular Securities.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay to the Trustees from time to time such Trustee on each Payment Date, the compensation as shall be agreed to set forth in writing between the Corporation and the Trustees for all services rendered by them hereunderletter 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 each 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 such 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 legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and); (3iii) to indemnify the Trustees Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Payments, and the Corporation under this Section 6.7, the Trustees Trustee shall have a lien prior ranking senior to that of the Securities Holders upon all property and funds held by them hereunder for any or collected as part of the Collateral to secure payment of amounts payable to the Trustee under Section 6.7 not to exceed such amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held any Payment Date; provided, however, that the Trustee shall not institute any Proceeding for the enforcement of such lien except in trust 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 particular Securities. Without limiting doubt, any rights available amount payable to the Trustees under 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 lawDue Period divided by 360, when either 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 incurs expenses shall apply amounts pursuant to Section 5.7 and Section 11.1(a)(A), (B) or renders services (D) only to the extent that the payment thereof will not result in connection with 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 5.1(46.1(c)(iv) or and Section 5.1(5)6.9, the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees 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 expense 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 afforded payable to any other trusteethe Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any Paying Agentportion of a fee not so paid shall be deferred and payable, any Registrartogether with compensatory interest thereon (at a rate not to exceed the federal funds rate), any Authenticating Agent or any Custodian appointed hereunderon such later date on which a fee shall be payable and sufficient funds are available therefor.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as the Company and the Trustee shall be agreed from time to time agree in writing between the Corporation for its acceptance of this Indenture and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such 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, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees Trustee (and its directors, officers, employees and agents) for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for To secure the performance of Company’s payment obligations to the obligations of the Corporation under Trustee in this Section 6.7, the Trustees Trustee shall have a lien claim prior to the Securities upon on all money or property and funds held or controlled by them hereunder for any amount owing to them the Trustee, other than money or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds property held in trust for to pay principal and interest on the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.1(7) or Section 5.1(55.1(8), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of the administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and or the earlier resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. 6.7.1 The Corporation agrees: (1) Company agrees to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustees parties for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable and itemized expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faith; andmisconduct. (3) 6.7.3 The Company agrees to fully indemnify each of the Trustees Trustee and any predecessor Trustee for, and to hold them it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, a Holder or any Holder, the Corporation other Person) or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) liability in connection with the exercise or performance of any of their its powers or duties hereunder. As security for When the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) 5.1.5 or Section 5.1(5)5.1.6, the expenses, expenses (including the reasonable and documented charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial 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 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities Trustee and indemnities afforded to the Trustees under satisfaction and discharge of this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay to the Trustees from time to time such Trustee on each Distribution Date reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services services, including custodial services, rendered by them hereunder, 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 each 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 incurred or made by such the Trustee in accordance with any provision of this IndentureIndenture (or any other agreement associated herewith, whether acting as Trustee or in any other capacity) or in the enforcement of any provision hereof and expenses related to the maintenance and administration of the Collateral (including securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee pursuant to Section 5.4, 5.5, 5.17 or 10.11, except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and, but only to the extent any such securities transaction charges have not been waived during a Due 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 Trustees Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on their part part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable counsel fees) of defending themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their powers or duties hereunder. As security hereunder (or under any other agreement associated herewith, whether acting as Trustee or in any other capacity); 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 6.14. (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 Moneys on deposit in the Payment Account for the performance Notes pursuant to Section 11.1. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the obligations Issuer for the non-payment to the Trustee of any amounts provided by this Section 6.8 until at least one year and one day, or if longer the Corporation applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. (d) The amounts payable to the Trustee pursuant to Sections 6.8(a) (other than amounts received by the Trustee from financial institutions under clause (a)(ii) above) shall not, except as provided by Section 6.711.1(a)(i)(21) or Section 11.1(a)(ii)(13), exceed on any Distribution Date the Trustees Dollar limitation described in Section 11.1(a)(i)(2) for such Distribution Date and the Trustee shall have a lien prior ranking senior to that of the Securities Noteholders upon all property and funds held by them hereunder for any amount owing or collected as part of the Collateral to them or any predecessor secure payment of either such amounts payable to the Trustee pursuant to under this Section 6.7, except 6.8 not to exceed such amount with respect to funds held any Distribution Date; provided, that (i) the Trustee shall not institute any proceeding for enforcement of such lien except in trust connection with an action pursuant to Section 5.3 or 5.4 for the enforcement of the lien of this Indenture for the benefit of the Holders Secured Parties and (ii) the Trustee may only enforce such a lien in conjunction with the enforcement of particular Securitiesthe rights of the Secured Parties in the manner set forth in Section 5.4. Without limiting any rights available The Trustee shall, subject to the Trustees under applicable lawPriority of Payments, when either Trustee incurs expenses or renders services receive amounts pursuant to this Section 6.8 and Sections 11.1(a)(i) and (ii) only to the extent that the payment thereof will not result in connection with 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 5.1(4) or Section 5.1(5)6.10, the expenses, including Trustee shall continue to serve as Trustee under this Indenture notwithstanding the reasonable charges fact that the Trustee shall not have received amounts due it hereunder and expenses hereby agrees not to cause the filing of their counsel, and a petition in bankruptcy against the compensation Issuer or the Co-Issuer for the services are intended nonpayment to constitute expenses the Trustee of administration any amounts provided by this Section 6.8 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 any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar lawthis Indenture. 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 provisions indemnifications in favor of the Trustee in this Section 6.7 6.8 shall survive the satisfaction, discharge or termination of this Indenture and the any resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded any Person acting as Trustee (to the Trustees under this Indenture shall be afforded to extent of any indemnified liabilities, costs, expenses and other trusteeamounts arising or incurred prior to, any Paying Agentor arising out of actions or omissions occurring prior to, any Registrar, any Authenticating Agent such resignation or any Custodian appointed hereunderremoval).

Compensation and Reimbursement. The Corporation Issuer agrees: (1a) to pay to the Trustees Trustee from time to time such compensation as time, and the Trustee shall be agreed to in writing between the Corporation and the Trustees entitled to, reasonable compensation for all services rendered by them hereunder, 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 such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, its negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify each of the Trustees Trustee (including its officers, agents, and employees) and any predecessor Trustee for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on their part 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 themselves itself against or investigating any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for When the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4Sections 6.01(j) or Section 5.1(56.01(k), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial 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 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation agrees:Each of the Company and the Subsidiary Guarantors jointly and severally agree (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify the Trustees Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on each of their 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustees' powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.76.07, the Trustees Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, 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 Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4clause (5) or (6) of Section 5.1(5), the expenses, including the reasonable charges 5.01 shall constitute expenses and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any all applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.7 6.07 and any lien arising hereunder shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to Trustee or the Trustees discharge of the Company's obligations under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderand the termination of this Indenture.

Compensation and Reimbursement. (a) The Corporation agrees: Company will (1i) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustees Trustee for all services rendered by them hereunder, 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 each the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement disbursement, or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and and (3iii) to indemnify the Trustees Trustee and any predecessor Trustee for, and to hold them harmless against, any lossand all losses, liability liabilities, damages, claims and expenses, including taxes (other than taxes based on the income of the Trustee or expense predecessor Trustee and other taxes relating to the Trustee's or predecessor Trustee's overall business and operations) incurred without negligence, willful misconduct negligence or bad faith on their 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees shall . (b) The Trustee will have a lien prior to the Securities upon as to all property and funds held by them it hereunder for any amount owing owed to them it or any predecessor of either such Trustee pursuant to this Section 6.711.06, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to . (c) When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(49.01(a)(vii) or Section 5.1(59.01(a)(viii), the expenses, such expenses (including the reasonable charges fees and expenses of their its counsel, ) and the Trustee's compensation for the such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, or other similar law. . (d) The provisions of this Section 6.7 shall 11.06 will survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderIndenture.

Compensation and Reimbursement. The Corporation (a) Subject to the Priority of Payments, the Issuer agrees: (1i) to pay to the Trustees from time to time such Trustee on each Payment Date in accordance with the Priority of Payments reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 each 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 such the Trustee and Custodian in accordance with any provision of this IndentureIndenture (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, including as specified by the Loan Obligation Manager and the reasonable compensation and the expenses and disbursements of its agents and legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and); (3iii) to indemnify the Trustees Trustee and Custodian and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on their part 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 hereof. (b) The Issuer may remit payment for such fees and expenses to the performance 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 obligations 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 Corporation 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 Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. Without limiting any rights available to the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this This Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and or the resignation or removal of the TrusteesTrustee (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 Issuer, shall be extinguished. The rights, protections, powers, immunities 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 indemnities afforded Section 11.1(a) only to the Trustees 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 afforded payable to any other trusteethe Trustee pursuant to this Indenture is not paid because there are insufficient funds available for the payment thereof, any Paying Agent, any Registrar, any Authenticating Agent all or any Custodian appointed hereunderportion 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 Corporation Company and each Guarantor jointly and severally agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustees parties hereto for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationand all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by the Company, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of their 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 Corporation In addition to, but without prejudice to its other rights under this Section 6.7, the Trustees shall have a lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustees under applicable lawIndenture, when either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(4501(5) or Section 5.1(5(6), the expenses, expenses (including the reasonable charges and expenses of their counsel, its counsel and agents) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunder.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation and reasonable expenses as shall described in the Fee Agreement, dated November 14, 2016, as may be agreed amended from time to in writing between the Corporation and the Trustees time, for all services rendered by them 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 each the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable and documented compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such the Trustee’s negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustees Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, liability liability, claim (including any between the parties to this Indenture), suit or expense incurred (including, without negligencelimitation, willful misconduct the reasonable and documented fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or bad faith on their part determined by the income of the Trustee), 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 themselves itself against any claim or liability (whether asserted by the Company, or any Holder, the Corporation Holder or otherwiseany other Person) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) or liability in connection with the exercise or performance of any of 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 Corporation Company under this Section 6.7Section, the Trustees shall Trustee will have a lien prior to the Securities Subordinated Notes upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of principal of, or interest on, Subordinated Notes. Such lien will survive the Holders of particular Securitiessatisfaction and discharge hereof. Without limiting any rights available to Any compensation or expense incurred by the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.1(4) or Section 5.1(5), the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are 4.01 is intended to constitute expenses an expense of administration under any then applicable U.S. bankruptcy or Canadian federalinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, state but the negligence or provincial bankruptcy, insolvency 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 6.7 shall 5.07 will, to the extent permitted by law, survive the satisfaction, discharge or any termination of this Indenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to upon in writing between the Corporation and the Trustees from time to time for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s its negligence, willful misconduct or bad faith; and (3) to indemnify the Trustees Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on each of their 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their the Trustees' powers or duties hereunder. As security for the performance of the obligations of the Corporation Company under this Section 6.76.07 then past due, the Trustees Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, 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 Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(4clause (5) or (6) of Section 5.1(5), the expenses, including the reasonable charges 5.01 shall constitute expenses and expenses of their counsel, and the compensation for the services are intended to constitute expenses of administration under any all applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.7 6.07 and any lien arising hereunder shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to Trustee or the Trustees discharge of the Company's obligations under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderand the termination of this Indenture.

Compensation and Reimbursement. The Corporation agrees:Company, the Parents and Unilever U.S., jointly and severally, agree (1) to pay to the Trustees Trustee from time to time such compensation as shall be agreed to from time to time in writing between the Corporation and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faithwilful misconduct; and (3) to fully indemnify the Trustees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including legal fees and expenses and taxes (other than taxes based on the income of the Trustee) incurred without negligencenegligence or wilful misconduct on its part, willful misconduct or bad faith on their part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, hereunder including the costs and expenses of defending themselves itself against any claim or liability (whether asserted by any Holderparty hereto, the Corporation Holders or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunderother Person) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation Company, the Parents and Unilever U.S. under this Section 6.7Section, the Trustees Trustee shall have a lien prior lien, to which the Debt Securities are hereby made subordinate, upon all property and funds held or collected by them hereunder for any amount owing to them or any predecessor of either such the Trustee pursuant to this Section 6.7as such, except with respect to funds held in trust for the benefit payment of principal of (or premium, if any) or any interest on the Holders of particular Debt Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.01(5) or Section 5.1(55.01(6), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the removal or resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustees Trustee from time to time such reasonable compensation as the Company and the Trustee shall be agreed from time to time agree in writing between the Corporation for its acceptance of this Indenture and the Trustees for all services rendered by them hereunder, 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 the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such 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, Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel subject to prior agreement by the Corporationcounsel), except any such expense, disbursement or advance as may be attributable to such Trustee’s negligence, willful misconduct its negligence or bad faith; and (3) to indemnify the Trustees Trustee (and its directors, officers, employees and agents) for, and to hold them it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on their part 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 themselves itself against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their its powers or duties hereunder. As security for the performance of the obligations of the Corporation under this Section 6.7, the Trustees The Trustee shall have a lien prior to the Securities upon on all money or property and funds held or controlled by them hereunder for any amount owing the Trustee to them or any predecessor of either such Trustee pursuant to secure the Company's payment obligations in this Section 6.7, except with respect to funds that held in trust for to pay principal and interest on the benefit of the Holders of particular Securities. Without limiting any rights available to When the Trustees under applicable law, when either Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(45.1(6) or Section 5.1(55.1(7), the expenses, expenses (including the reasonable charges and expenses of their its counsel, ) and the compensation for the services are intended to constitute expenses of the administration under any applicable U.S. Federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees under this Indenture shall be afforded to any other trustee, any Paying Agent, any Registrar, any Authenticating Agent or any Custodian appointed hereunderTrustee.

Compensation and Reimbursement. (a) The Corporation Issuer agrees: (1i) to pay to the Trustees from time to time such Trustee on each Payment Date, the compensation as shall be agreed to set forth in writing between the Corporation and the Trustees for all services rendered by them hereunderletter 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 each 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 such 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 legal counsel subject to prior agreement and of any accounting firm or investment banking firm employed by the CorporationTrustee 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 such Trustee’s its negligence, willful misconduct or bad faith; and); (3iii) to indemnify the Trustees Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on their part 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 themselves against any claim or liability (whether asserted by any Holder, the Corporation or otherwise) and of enforcing the terms of this Indenture (including, but not limited to, any indemnification provided hereunder) in connection with the exercise or performance of any of their 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 Payments, and the Corporation under this Section 6.7, the Trustees Trustee shall have a lien prior ranking senior to that of the Securities Holders upon all property and funds held by them hereunder for any or collected as part of the Collateral to secure payment of amounts payable to the Trustee under Section 6.7 not to exceed such amount owing to them or any predecessor of either such Trustee pursuant to this Section 6.7, except with respect to funds held any Payment Date; provided, however, that the Trustee shall not institute any Proceeding for the enforcement of such lien except in trust 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 particular Securities. Without limiting doubt, any rights available amount payable to the Trustees under 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 lawDue Period divided by 360, when either 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 incurs expenses shall apply amounts pursuant to Section 5.7 and Section 11.1(a)(A), (B) or renders services (D) only to the extent that the payment thereof will not result in connection with 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 5.1(46.1(c)(iv) or and Section 5.1(5)6.9, the expenses, including the reasonable charges and expenses of their counsel, and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustees. The rights, protections, powers, immunities and indemnities afforded to the Trustees 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 expense 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 afforded payable to any other trusteethe Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any Paying Agentportion of a fee not so paid shall be deferred and payable, any Registrartogether with compensatory interest thereon (at a rate not to exceed the federal funds rate), any Authenticating Agent or any Custodian appointed hereunderon such later date on which a fee shall be payable and sufficient funds are available therefor.