Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (i) to pay in Dollars to the Trustee from time to time, and the Trustee time such reasonable compensation as shall be entitled to, reasonable compensation agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligenceown negligence or willful misconduct, willful misconduct or bad faith. The Issuers also covenant and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (iii) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive indebtedness hereunder. Without limiting any rights available to the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the TrusteeTrustee under applicable law, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(e) or (f) occursSection 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (including, without limitation, fees for extraordinary services rendered), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and the reimbursement of all extraordinary expenses incurred) except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct gross negligence or bad faith. The Issuers fees, charges and expenses specified herein are for the typical and customary services as trustee. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during default or additional government reporting requirements will be charged at the then current rates for such services. The Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts and the performance of its duties and the taking of any enforcement actions hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities Bonds upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, the holders of particular Bonds. The obligations of the Company under this Section 7.07 shall survive the satisfaction and premium, if any, discharge of this Indenture or interest on, particular Debt Securities. When the Trustee incurs expenses earlier resignation or renders services after an Event removal of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawTrustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars pay, or cause to be paid, to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ; and, (2) except as otherwise expressly provided hereinherein or in any Trust Supplement, the Issuers will pay to reimburse, or reimburse in Dollars cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture Basic Agreement, any Trust Supplement or any Intercreditor Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faithfaith or as may be incurred due to the Trustee’s breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee with respect to the Certificates of any series, pursuant to the particular sections of the Note Purchase Agreements specified in the related Trust Supplement. The Issuers also covenant Trustee shall be entitled to indemnify in Dollars reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee for, and in its capacity as Trustee with respect to hold it harmless against, such series or the related Trust for any loss, liability or expense tax incurred without negligence, willful misconduct or bad faith or willful misconduct, on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundersuch Trust (other than any tax attributable to the Trustee’s compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending itself against any such tax. The Trustee shall notify the Company of any claim of liability in connection with the exercise or performance of for any of its powers or duties hereundertax for which it may seek reimbursement. The obligations of the Issuers under this Section 7.06 to compensate and indemnify If the Trustee and to pay or reimburse reimburses itself from the Trustee Trust Property of such Trust for expensesany such tax, disbursements and advances shall constitute additional Debt hereunder and shall survive it will mail a brief report within 30 days setting forth the satisfaction and discharge amount of this Indenture. The Issuers such tax and the Holders agree that circumstances thereof to all Certificateholders of such additional Debt shall be secured by a Lien prior to that of series as their names and addresses appear in the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawRegister.

Compensation and Reimbursement. The Issuers covenant Company and agree each Subsidiary Guarantor jointly and severally agree: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree in writing 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), and, except as otherwise expressly provided herein, the Issuers will pay or ; (2) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity under this Section 607. The Company shall defend the 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 such counsel. The Company need not pay for any settlement made without its consent. As security for the performance of the obligations of the Issuers Company and Subsidiary Guarantors under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, in the event the Trustee incurs expenses or renders services after in any proceedings which result from an Event of Default specified in under Section 6.01(e501(5) or (f) occurs6), or from any default which, with the passage of time, would become such Event of Default, the expenses so incurred and the compensation for the services so rendered are intended to constitute expenses of administration under any the United States Bankruptcy LawCode or equivalent law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (a) to pay in Dollars to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (b) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant faith or willful default by the Trustee under the Indenture; and (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 6.07 and of defending itself against any claim of (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitiesany termination under any bankruptcy law. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(d) or (f) occurse), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law of the United Kingdom or the United States. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Each of the Company and agree the Parent Guarantor agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligencewillful misconduct, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustee, its officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon as to all property and funds held or collected by the Trustee, as suchit hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(e501(5) or (f) occurs6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and shall apply with equal force and effect to any agent under this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ) as mutually agreed to from time to time in writing by the Company and the Trustee and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Issuer and agree the Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuer and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its own gross negligence, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligenceexpense, willful misconduct or bad faith including taxes (other than the taxes based on the part income of the Trustee), incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 6.07). The obligations of the Issuers Issuer and the Guarantors under this Section 7.06 6.07 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Issuer, the Trustee shall be secured by have a Lien lien prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust solely for the benefit of the Holders entitled thereto for the payment of principal of, of (and premium, if any, ) or interest onon particular Notes. Without prejudice to any other rights available to the Trustee under applicable law, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs5.01(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 6.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder as permitted by this Indenture; provided, however, that the gross negligence, bad faith or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee). The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to the U.S. Trustee’s gross negligence or bad faith. The Issuers also covenant faith or the Canadian Trustee’s gross negligence or willful misconduct, respectively; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the U.S. Trustee, or gross negligence or willful misconduct on the part of the Canadian Trustee, respectively, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e6.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee’s failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a Lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Each Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state, provincial or territorial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Bank agrees: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Bank and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The ; (4) when the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section 501(3), such expenses and the compensation for such services are intended to constitute expenses of administration under the Winding-Up and Restructuring Act of Canada or any similar Canadian or United States federal or state law for the relief of debtors; and (5) the obligations of the Issuers Bank under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such removal and resignation of the Trustee. Such additional Debt indebtedness shall be secured by a Lien prior senior claim and lien to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal ofthe Holders of particular Securities, and premium, if any, or interest on, particular Debt Securitiesthe Securities are hereby subordinated to such senior claim. When In no event shall the Trustee incurs expenses or renders services after an Event lien granted hereunder attach to any assets of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawBank.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(7) or (f) occurs8), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section 7.06. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of -49- its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall have been caused by its negligenceown negligence or willful misconduct, willful misconduct or bad faith. The Issuers also covenant and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations Trustee shall notify the Company promptly of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee any claim of which a Responsible Officer has received written notice for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitieswhich it may seek indemnity. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occurs5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andas the Company and the Trustee may from time to time agree in writing, except as otherwise expressly provided herein, for all services rendered by it in the Issuers execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith or as otherwise expressly provided herein. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the TrusteeTrustee (and its officers, agents, directors and employees) and arising out of or in connection with the acceptance or administration of this trust or the trusts hereunderhereby created, including the reasonable costs and expenses of defending itself against any claim of liability in the premises or in connection with the exercise its successful defense, in whole or performance in part, of any claim of negligence, willful misconduct or bad faith on its powers or duties hereunder. part. (b) The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. The provisions of this Section 7.6 shall survive the resignation or removal of the Trustee and the termination of this Indenture. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(a)(4) or and Section 6.1(a)(5) occurs and is continuing, such expenses (fincluding the charges and expenses of its counsel) occurs, the expenses and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence or bad faith. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.. 62 54 The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities. SECTION 608. Disqualification;

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall have been caused by its negligence, negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations Trustee shall notify the Company promptly of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee any claim for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitieswhich it may seek indemnity. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state or Bermuda bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 607 shall survive the termination of this Indenture, the payment in full of the Securities and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee from time to timetime 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 entitled to, reasonable compensation for all services rendered by it hereunder from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, gross negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee, any predecessor Trustee and their respective agents, directors, employees and officers for, and to hold it them harmless against, any loss, damage, claim, liability or out-of-pocket expense incurred without negligence(including the reasonable compensation and the expenses and disbursements of its agents and counsel and taxes (other than taxes based upon, willful misconduct measured or bad faith on determined by the part income of the Trustee, any predecessor Trustee or their respective agents, directors, employees and officers)) incurred without gross negligence or willful misconduct on its or their part (as determined by a competent court of appropriate jurisdiction in a final, non-appealable judgment), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder, or in connection with enforcing the provisions of this Section. The obligations Trustee shall notify the Company promptly of any claim for which it may seek indemnification pursuant to the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge provisions of this Indenture. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Issuers Company shall be entitled to participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory to the Trustee (and the Holders agree that Trustee shall cooperate in the defense thereof). The Trustee may employ separate counsel at the expense of the Company. Any settlement which affects the Trustee may not be entered into without the consent of the Trustee. After the Company has assumed the defense of any indemnified party hereunder, no such additional Debt indemnified party may settle or compromise any suit or action without the consent of the Company (which consent shall not be secured by unreasonably withheld, conditioned or delayed). As security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, and premium, if any, or interest oninterest, if any, on particular Debt Securities. When In addition to, but without prejudice to its other rights under this Indenture, when the Trustee incurs out-of-pocket expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.1(5) or (f) occursand Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture for any reason.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Each Issuer, jointly and agree severally, agrees: (a) to pay in Dollars to the Trustee from time to time, time such compensation as the Issuers and the Trustee shall be entitled to, reasonable compensation from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (b) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether asserted by either Issuer, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Issuers' payment obligations of the Issuers under pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 7.08 shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(e6.01(7) or (f) occurs6.01(8), the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.08, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andas the Company and the Trustee may from time to time agree in writing, except as otherwise expressly provided herein, for all services rendered by it in the Issuers execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith or as otherwise expressly provided herein. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the TrusteeTrustee (and its officers, agents, directors and employees) and arising out of or in connection with the acceptance or administration of this trust or the trusts hereunderhereby created, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. The provisions of this Section 7.6 shall survive the resignation or removal of the Trustee and the termination of this Indenture. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(a)(5) or and (f6) occursoccurs and is continuing, such expenses (including the charges and expenses of its counsel) and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as mutually agreed to from time to time in writing by the Company and the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad had faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (fSection 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor"), whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy LawCode.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to: (i) pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and(ii) pay the Custodian monthly its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee and (iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each case in accordance with the priorities set forth in Section 13.03; (b) except as otherwise expressly provided hereinherein and solely from amounts distributed pursuant to Section 13.03, to reimburse the Trustee, the Issuers will pay Custodian or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Trustee, the Custodian or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or the Servicing Agreement or any other Transaction Document relating thereto (including the reasonable compensation and the expenses and disbursements of its agentsthe Trustee’s, attorneys the Custodian’s and counsel Back-up Servicer’s agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trustee forTrustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respective officers, directors, employees, representatives and agents from and against, and to hold it harmless againstreimburse for, any loss, liability claim, obligation, action, suit liability, expense, penalty, stamp or expense incurred without negligenceother similar tax, willful misconduct reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) damage or bad faith on injury (to person, property or natural resources) of any kind and nature sustained or suffered by the part Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer by reason of any acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer under the Transaction Documents or arising directly or indirectly out of the activities of the Issuer or any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the acceptance defense of any actual or administration of this trust threatened action, proceeding or trusts hereunderclaim; provided that, including the reasonable costs and expenses of defending itself against any claim of liability Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to the Trustee’s, the Custodian’s, the Securities Intermediary’s or the Back-up Servicer’s negligence or willful misconduct, willful misfeasance or bad faith in connection with the exercise or performance of any duties; provided, further, that all amounts payable in respect of its powers such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or duties hereunder. The obligations of released from the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge Lien of this Indenture. The Issuers provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and the Holders agree that such additional Debt provisions of this Section 7.07 shall be secured by a Lien prior to that survive the termination of this Indenture or the Debt Securities upon all property and funds held earlier resignation or collected by removal of the Trustee, as suchthe Custodian, except funds held the Securities Intermediary or the Back-up Servicer. (d) The Trustee hereby acknowledges and agrees that if the Servicer and/or the Issuer fails to pay the amounts set forth in trust for the payment of principal ofthis Section 7.07, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event will continue to perform its obligations under this Indenture, regardless of Default specified the Servicer and/or the Issuer’s failure to pay such amounts, until the appointment of a successor Trustee in accordance with Section 6.01(e) or (f) occurs7.09 of this Indenture; provided, however, that in such event, the expenses and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any Bankruptcy Lawbe entitled to be paid all accrued amounts due it pursuant to this Section 7.07 from amounts payable pursuant to Section 13.03.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section 7.06. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree agree: (i) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Issuers and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys consultants and counsel and costs and expenses of all Persons not regularly in its employcollection), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (iii) to indemnify in Dollars each of the Trustee or any predecessor Trustee for, and to hold it them 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 or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself themselves against any claim of (whether asserted by the Issuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and As security for the performance of such obligations of the Issuers, the Trustee shall have a lien prior to the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(eclause (vi) or (fvii) occursof Section 501, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall have been caused by its negligenceown negligence or willful misconduct, willful misconduct or bad faith. The Issuers also covenant and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations Trustee shall notify the Company promptly of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee any claim of which a Responsible Officer has received written notice for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitieswhich it may seek indemnity. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occurs5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 607 shall survive the termination of this Indenture, the payment in full of the Securities and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor"), whether or not such Creditor has -------- received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy LawCode.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Issuer also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Issuer and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section Sections 6.01(e) or (f6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section Sections 6.01(e) or (f6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees ------------------------------ (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder as may be agreed in writing 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), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents, attorneys accountants, experts and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee and their agents for, and to hold it them harmless against, any loss, damage, claims, liability or expense (including, without limitation, reasonable attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of such Person) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of or liability (not arising from negligence or bad faith) in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Issuer promptly upon acquiring knowledge of any claim for which it is entitled to be indemnified hereunder. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder unless the Issuer are prejudiced thereby. If the Issuer elect to defend the claim, the Issuer shall be entitled to control the defense of such claim and the Trustee shall cooperate in such defense. The Trustee may have separate counsel, and the Issuer shall pay the reasonable fees and expenses of such counsel until such time as the Issuer assumes the defense of such claim, and thereafter, to the extent that in the Trustee's reasonable judgment its interests conflict with or differ from those of the Issuer under such claim. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 607 shall survive the resignation or removal of the Trustee and/or satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e501(9) or (f10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee’s failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers also covenant to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(f) or (fg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Co-Issuers covenant and agree the Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuer and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employemployed by the Trustee), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its own negligence, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee and their officers, agents, directors, and employees for, and to hold it them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence, bad faith, or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the documented and reasonable compensation, expenses and disbursements of its agents and counsel related thereto and the costs of enforcing the terms of this Indenture, including the indemnification provided herein, and expenses of defending itself against any claim, regardless of whether the claim of is asserted by the Issuer, a Guarantor, a Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Co-Issuers and Guarantors under this Section 7.06 607 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The As security for the performance of such obligations of the Co-Issuers and Guarantors, the Holders agree that such additional Debt Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(7), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for purposes of this Section 607 shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The provisions of this Section 607 shall survive the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, for its acceptance of this Indenture and services hereunder such compensation as the Issuers and the Trustee shall be entitled to, reasonable from time to time agree in writing. The Trustee’s compensation for all services rendered by it hereunder (which shall will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the . The Issuers will pay or also agree to reimburse in Dollars the Trustee upon its request for all reasonable expensesdisbursements, advances and expenses incurred by it. Such expenses shall include reasonable compensation, disbursements and advances incurred or made by expenses to the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation Trustee’s agents and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faithcounsel. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, gross negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and including taxes (other than taxes based upon, measured by or determined by, income of the Trustee). The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Issuer also covenant covenants to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this the Indenture. The Issuers Issuer and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Each of the Company and agree the Parent Guarantor agrees: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligencewillful misconduct, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustee, its officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon as to all property and funds held or collected by the Trustee, as suchit hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(e501(5) or (f) occurs6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and shall apply with equal force and effect to any agent under this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to: (i) pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and(ii) pay the Custodian monthly its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee and (iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each case in accordance with the priorities set forth in Section 13.03; (b) except as otherwise expressly provided hereinherein and solely from amounts distributed pursuant to Section 13.03, to reimburse the Trustee, the Issuers will pay Custodian or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Trustee, the Custodian or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or the Servicing Agreement or any other Transaction Document relating thereto (including the reasonable compensation and the expenses and disbursements of its agentsthe Trustee’s, attorneys the Custodian’s and counsel Back-up Servicer’s agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trustee forTrustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respective officers, directors, employees, representatives and agents from and against, and to hold it harmless againstreimburse for, any loss, liability claim, obligation, action, suit liability, expense, penalty, stamp or expense incurred without negligenceother similar tax, willful misconduct reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) damage or bad faith on injury (to person, property or natural resources) of any kind and nature sustained or suffered by the part Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer by reason of any acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer under the Transaction Documents or arising directly or indirectly out of the activities of the Issuer or any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the acceptance defense of any actual or administration of this trust threatened action, proceeding or trusts hereunderclaim; provided that, including the reasonable costs and expenses of defending itself against any claim of liability Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to the Trustee’s, the Custodian’s, the Securities Intermediary’s or the Back-up Servicer’s negligence or willful misconduct, willful misfeasance or bad faith in connection with the exercise or performance of any duties; provided further that all amounts payable in respect of its powers such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or duties hereunder. The obligations of released from the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge Lien of this Indenture. The Issuers provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and the Holders agree that such additional Debt provisions of this Section 7.07 shall be secured by a Lien prior to that survive the termination of this Indenture or the Debt Securities upon all property and funds held earlier resignation or collected by removal of the Trustee, as suchthe Custodian, except funds held the Securities Intermediary or the Back-up Servicer. (d) The Trustee hereby acknowledges and agrees that if the Servicer or the Issuer fails to pay the amounts set forth in trust for the payment of principal ofthis Section 7.07, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses will continue to perform its obligations under this Indenture, regardless of the Servicer or renders services after an Event the Issuer’s failure to pay such amounts, until the appointment of Default specified a successor Trustee in accordance with Section 6.01(e) or (f) occurs7.09 of this Indenture; provided, however, that in such event, the expenses and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any Bankruptcy Lawbe entitled to be paid all accrued amounts due it pursuant to this Section 7.07 from amounts payable pursuant to Section 13.03.

Compensation and Reimbursement. The Issuers covenant and agree Trustee shall be entitled to pay compensation from each Trust held under the Trust Agreements at such rates as may be approved in Dollars to the Trustee writing from time to timetime by ZionSolutions. Subject to the approval of ZionSolutions (which shall not be unreasonably withheld or delayed), and the Trustee shall be entitled to be reimbursed from each Trust held hereunder for out-of-pocket expenses, including, but not limited to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision expenses of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys auditors and counsel counsel, incurred in connection with the administration of such Trust. ZionSolutions acknowledges that, as disclosed in the Trustee’s float policy and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee’s compensation, arising out of or in connection with the acceptance or administration of this trust or trusts hereunderTrustee will earn interest on balances, including the reasonable costs disbursement balances and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderbalances arising from purchase and sale transactions. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or Expenses for which ZionSolutions may reimburse the Trustee for expensesalso include taxes of any kind whatsoever that may be levied or assessed under existing or future laws of any jurisdiction upon or in respect of the Trust. The Trustee may take all action necessary to pay for, disbursements and settle, Authorized Transactions, including exercising the power to borrow or raise monies from the Trustee in its corporate capacity or an affiliate. To secure expenses and advances shall constitute additional Debt hereunder made to settle or pay for Authorized Transactions, including payment for securities and shall survive disbursements, ZionSolutions grants to the satisfaction Trustee a first priority security interest in the Trust, all Property therein, all income, substitutions and discharge proceeds, whether now owned or hereafter acquired (the “Collateral”); provided that ZionSolutions does not grant the Trustee a security interest in any securities issued by an affiliate of this Indenturethe Trustee (as defined in Section 23A of the Federal Reserve Act). The Issuers and parties intend that as the Holders agree that such additional Debt securities intermediary with respect to the Collateral, the Trustee’s security interest shall automatically be perfected when it attaches. The Trustee shall be secured by a Lien prior entitled to that collect from the Trust sufficient cash for reimbursement and, if such cash is insufficient, dispose of the Debt Securities upon all property and assets of the Trust to the extent necessary to obtain reimbursement. To the extent the Trustee advances funds held to the Trust for disbursements or collected by to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Trust reasonable charges established under the Trustee’s standard overdraft terms, as such, except funds held in trust for the payment of principal of, conditions and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawprocedures.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including, without limitation, all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to its corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, or interest onif any, on particular Debt Securities. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state, provincial or territorial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled toreceive, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers will Company shall pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith and except as the Company and Trustee may from time to time agree in writing. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal ofthe Holders. (c) The Company covenants and agrees to indemnify the Trustee for, and premiumhold it harmless from and against, if anyany loss, liability or interest onexpense reasonably incurred by it arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, particular Debt Securities. When including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. (d) In addition and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(h) or (f) occursSection 6.01(i), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal and state bankruptcy, insolvency or other similar law. (e) The Company’s obligations under this Section 7.06 and the lien referred to in Section 7.06(b) shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations under Article 3 of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant Each Issuer, jointly and agree severally, agrees: (a) to pay in Dollars to the Trustee from time to time, time such compensation as the Issuers and the Trustee shall be entitled to, reasonable compensation from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (b) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether asserted by either Issuer, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Issuers' payment obligations of the Issuers under pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 7.08 shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(e6.01(7) or (f) occurs6.01(8), the ---- ---- expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.08, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (a) to pay in Dollars to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (b) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant faith or willful default by the Trustee under the Indenture; and (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 6.07 and of defending itself against any claim of (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitiesany termination under any bankruptcy law. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(d) or (f) occurse), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law of the United States. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company and agree the Subsidiary Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee (and any Agent) from time to time, time such compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct or bad faith. The Issuers also covenant as adjudicated by a court of competent jurisdiction; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, claims, damages or expense incurred without negligencereasonable out-of-pocket expenses, willful misconduct or bad faith including taxes (other than the taxes based on the part income of the Trustee), incurred without negligence or willful misconduct on its part as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including expenses and costs (including reasonable attorneys’ fees and expenses and court costs) incurred in connection with any action, claim or suit brought to enforce the reasonable Trustee’s right to indemnification and including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Company, a Subsidiary Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for reasonable out-of-pocket expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Company, the Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars pay, or cause to be paid, to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder under this Agreement as the Company and the Trustee may agree in writing 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), ; and, (2) except as otherwise expressly provided hereinherein or in any Trust Supplement, the Issuers will pay to reimburse, or reimburse in Dollars cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture Basic Agreement, any Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which the Trustee may be a party (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant be attributable to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without Trustee’s negligence, willful misconduct or bad faith on or as may be incurred due to the part Trustee’s breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee with respect to the Certificates of any series, pursuant to the particular sections of the TrusteeNote Purchase Agreement specified in the related Trust Supplement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundersuch Trust (other than any tax attributable to the Trustee’s compensation for serving as such), including the any reasonable costs and expenses incurred in contesting the imposition of defending itself against any such tax. The Trustee shall notify the Company of any claim of liability in connection with the exercise or performance of for any of its powers or duties hereundertax for which it may seek reimbursement. The obligations of the Issuers under this Section 7.06 to compensate and indemnify If the Trustee and to pay or reimburse reimburses itself from the Trustee Trust Property of such Trust for expensesany such tax, disbursements and advances shall constitute additional Debt hereunder and shall survive it will mail a brief report within 30 days setting forth the satisfaction and discharge amount of this Indenture. The Issuers such tax and the Holders agree that circumstances thereof to all Certificateholders of such additional Debt shall be secured by a Lien prior to that of series as their names and addresses appear in the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawRegister.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, bad faith or willful misconduct or bad faithand except as the Company and Trustee may from time to time agree in writing. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance premises. The Trustee will notify the Company promptly of any claim for which it may seek indemnity; provided that any failure to so notify the Company will not relieve the Company of its powers or duties hereunderindemnification obligations hereunder except if the indemnifying party is prejudiced by such failure to give notice. The Company need not pay for any settlement made without its prior written consent. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (2) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive indebtedness hereunder. Without limiting any rights available to the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the TrusteeTrustee under applicable law, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities. Section 608.Disqualification; Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as mutually agreed to from time to time in writing by the Company and the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as the Company and the Trustee may from time to time agree in writing, andfor all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, except as otherwise expressly provided herein, and the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. hereunder or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder, provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawLaw or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Indenture Trustee from time to time, time such reasonable compensation as shall be agreed in writing between the Company and the Indenture Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars each of the Trustee Indenture Trustee, its officers, directors, employees and agents or any predecessor Indenture Trustee, for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Indenture Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held by it hereunder for any amount owing it or collected by the Trustee, as suchany predecessor Indenture Trustee pursuant to this SECTION 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without limiting any rights available to the Indenture Trustee under applicable law, when the Indenture Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(eSECTION 501(5) or (f) occurs501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Indenture Trustee.

Compensation and Reimbursement. The Issuers covenant Issuer and agree the Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuer and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct or bad faith. The Issuers also covenant as finally adjudicated by a court of competent jurisdiction; and (3) to indemnify in Dollars the Trustee (including its officers, directors, employees and agents) and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligencefee, willful misconduct cost or bad faith other expense, including taxes (other than the taxes based on the part income of the Trustee) and reasonable attorneys’ fees and expenses, incurred without negligence or willful misconduct on its part as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Note Guarantee against the Issuer or a Guarantor (including this Section 607), and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement or indemnification. The obligations of the Issuers Issuer and the Guarantors under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Issuer, the Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust solely for the benefit of the Holders entitled thereto for the payment of principal of, and or interest or premium, if any, or interest on, particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(7), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 607 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee). The provisions of this Section shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) to pay in Dollars to the Indenture Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Indenture Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust)) and to pay to the Back-up Servicer its fee for all services rendered hereunder and under the Servicing Agreement as Back-up Servicer, and, in the amount of the Back-up Servicer Fee; (b) except as otherwise expressly provided herein, to reimburse the Issuers will pay Indenture Trustee or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Indenture Trustee or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or Servicing Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys the Indenture Trustee's and counsel Back-up Servicer's agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trust, the Indenture Trustee for, and to hold it harmless against, the Back-up Servicer from and against any loss, liability liability, expense, damage or expense incurred without negligence, willful misconduct or bad faith on the part injury (other than those attributable to a Noteholder in its capacity as an investor in any of the TrusteeNotes) sustained or suffered pursuant to this Indenture by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Trust Estate or the Indenture Trustee (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred in connection with the acceptance defense of any actual or administration threatened action, proceeding or claim; provided that -------- the Issuer shall not indemnify the Indenture Trustee if such loss, liability, expense, damage or injury is due to the Indenture Trustee's gross negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties. Any indemnification pursuant to this Section shall only be payable from the assets of the Issuer and shall not be payable from the assets of the Trust. The provisions of this trust or trusts hereunder, including indemnity shall run directly to and be enforceable by an injured person subject to the reasonable costs limitations hereof and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and indemnification agreement shall survive the satisfaction and discharge termination of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers Company and the Parent covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder as agreed in writing with the Company and the Parent (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andand the Company and the Parent agree, except as otherwise expressly provided hereinseverally and jointly, the Issuers will to pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and court costs) except any such expense, disbursement or advances as may arise from its negligence, bad faith or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. The Issuers Each of the Company and the Parent also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, claim, fee, damage, cost or expense incurred Incurred without negligence, bad faith or willful misconduct or bad faith on the part of the TrusteeTrustee as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, hereunder (including the reasonable costs compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder including any action, claim or suit brought to enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (including this Section 7.06), or any claim of the Trustee’s negligence or willful misconduct asserted by any Holder. The obligations of the Issuers Company and the Parent under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt Indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers Company, the Parent and the Holders agree that such additional Debt Indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. The Trustee shall notify the Company and the Parent promptly of any claim for which it may seek indemnity. Neither the Company nor the Parent need pay for any settlement made without its consent. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee or Agent hereunder shall not affect the rights of any other Trustee or Agent hereunder.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred Incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, its officers, directors, employees and agents, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee's failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a Lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (fSection 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (1) to pay in Dollars to the Subordinated Trustee for any series of Securities from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as the Issuer and the Subordinated Trustee shall mutually agree upon 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), and, ; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Subordinated Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Subordinated Trustee in accordance with any of the provisions provision of this Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the such Subordinated Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether assented to by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Subordinated Trustee for expenses, disbursements and advances any series of Securities shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, such Subordinated Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any, on) or interest onor Deferred Interest, if any, on particular Debt Securities. When the Subordinated Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law. The rights of the Subordinated Trustee under this Section 6.07 shall survive the resignation or removal of the Subordinated Trustee, the payment in full of the Securities for which it is the Subordinated Trustee, the satisfaction and discharge of this Subordinated Indenture, and the termination hereof.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder as agreed in writing with the Company (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, and the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and court costs) except any such expense, disbursement or advances as may arise from its negligence, negligence or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, claim, fee, damage, cost or expense incurred Incurred without negligence, negligence or willful misconduct or bad faith on the part of the TrusteeTrustee as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, hereunder (including the reasonable costs compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder including any action, claim or suit brought to enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (including this Section 7.06), or any claim of the Trustee’s negligence or willful misconduct (whether asserted by the Company, any Holder, or any other Person). The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt Indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers Company and the Holders agree that such additional Debt Indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee or Agent hereunder shall not affect the rights of any other Trustee or Agent hereunder.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars pay, or cause to be paid, to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder under this Agreement as the Company and the Trustee may agree in writing 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), ; and, (2) except as otherwise expressly provided hereinherein or in any Trust Supplement, the Issuers will pay to reimburse, or reimburse in Dollars cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture Basic Agreement, any Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which the Trustee may be a party (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant be attributable to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without Trustee's negligence, willful misconduct or bad faith on or as may be incurred due to the part Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee with respect to the Certificates of any series, pursuant to the particular sections of the TrusteeNote Purchase Agreement specified in the related Trust Supplement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundersuch Trust (other than any tax attributable to the Trustee's compensation for serving as such), including the any reasonable costs and expenses incurred in contesting the imposition of defending itself against any such tax. The Trustee shall notify the Company of any claim of liability in connection with the exercise or performance of for any of its powers or duties hereundertax for which it may seek reimbursement. The obligations of the Issuers under this Section 7.06 to compensate and indemnify If the Trustee and to pay or reimburse reimburses itself from the Trustee Trust Property of such Trust for expensesany such tax, disbursements and advances shall constitute additional Debt hereunder and shall survive it will mail a brief report within 30 days setting forth the satisfaction and discharge amount of this Indenture. The Issuers such tax and the Holders agree that circumstances thereof to all Certificateholders of such additional Debt shall be secured by a Lien prior to that of series as their names and addresses appear in the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawRegister.

Compensation and Reimbursement. The Issuers covenant Companies agree, severally and agree not jointly: (i) to pay in Dollars pay, or cause to be paid, pursuant to separate agreements between the Companies and the Pass Through Trustee to the Pass Through Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andexcept for the Pass Through Trustee's initial fees, which fees shall be paid by the Owner Trustee; (ii) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Issuers will pay or reimburse in Dollars the Pass Through Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Pass Through Trustee in accordance with any of the provisions provision of this Indenture Pass Through Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant faith or as may be incurred due to indemnify the Pass Through Trustee's breach of its representations and warranties set forth in Dollars Sections 7.4 and 7.15 and except for the Trustee initial reasonable actual disbursements made by the Pass Through Trustee, which disbursements shall be reimbursed by the Owner Trustee; (iii) to indemnify, or cause to be indemnified, the Pass Through Trustee, in its individual and trust capacities, for, and to hold it harmless against, any loss, liability or expense (other than for or with respect to any tax) incurred without negligence, willful misconduct or bad faith faith, on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereunderPass Through Trust, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for any such loss, liability or expense incurred by reason of the Pass Through Trustee's breach of its representations and warranties set forth in Sections 7.4 and 7.15. The obligations Pass Through Trustee shall notify the Companies promptly of any claim for which it may seek indemnity. The Companies shall defend the claim and the Pass Through Trustee shall cooperate in the defense. The Pass Through Trustee may have separate counsel with the consent of the Issuers under this Section 7.06 Companies, and the Companies will pay the reasonable fees and expenses of such counsel. The Companies need not pay for any settlement made without their consent; and (iv) to compensate and indemnify indemnify, or cause to be indemnified, the Trustee Pass Through Trustee, solely in its individual capacity, for, and to hold it harmless against, any tax (other than for or with respect to any tax referred to in the next paragraph, provided that no indemnification shall be available with respect to any tax attributable to the Pass Through Trustee's compensation for serving as such) incurred without negligence, willful misconduct or bad faith, on its part, arising out of or in connection with the acceptance or administration of this Pass Through Trust, including any costs and expenses reasonably incurred in contesting the imposition of any such tax. The Pass Through Trustee, in its individual capacity, shall notify the Companies promptly of any tax for which it may seek indemnity. The Companies shall defend against the imposition of such tax and the Pass Through Trustee, in its individual capacity, shall cooperate in the defense. The Pass Through Trustee, in its individual capacity, may have separate counsel with the consent of the Companies, and the Companies will pay the reasonable fees and expenses of such counsel. The Companies need not pay for any taxes paid, in settlement or reimburse otherwise, without their consent. In addition, the Pass Through 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 Pass Through Trustee in its capacity as Pass Through Trustee for expensesany tax incurred without negligence, disbursements and advances shall constitute additional Debt hereunder and shall survive bad faith or willful misconduct, on its part, arising out of or in connection with the satisfaction and discharge acceptance or administration of this IndenturePass Through Trust (other than any tax attributable to the Pass Through Trustee's compensation for serving as such), including any costs and expenses reasonably incurred in contesting the imposition of any such tax. If the Pass Through Trustee reimburses itself for any such tax, it will within 30 days mail a brief report setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Register. The Issuers and the Holders agree that such additional Debt Pass Through Trustee shall be secured by have a Lien lien prior to that of the Debt Securities Certificates upon all property and funds held or collected by the Pass Through Trustee in its capacity as Pass Through Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee and each Authenticating Agent from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employany Authenticating Agent), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture or, for all periods up to the date of resignation, the resignation of the Trustee pursuant to Section 6.09 hereof. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Company, the Trustee shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiescoupons. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(5) or (f) occurs6), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture or the resignation of the Trustee pursuant to Section 6.09 hereof.

Compensation and Reimbursement. The Issuers covenant and agree Issuer, failing which (subject to Article Fourteen) the Guarantor, shall: (1) pay in Dollars to the Senior Trustee for any series of Securities from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as the Issuer, the Guarantor and the Senior Trustee shall mutually agree upon 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), and, ; (2) except as otherwise expressly provided herein, reimburse the Issuers will pay or reimburse in Dollars the Senior Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Senior Trustee in accordance with any of the provisions provision of this Senior Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, gross negligence or willful misconduct or bad faith. The Issuers also covenant to (as finally adjudicated in a non-appealable decision by a court of competent jurisdiction); and (3) indemnify in Dollars the such Senior Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence, gross negligence or willful misconduct or bad faith on the its part (as finally adjudicated by a court of the Trusteecompetent jurisdiction), arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether assented to by the Issuer, the Guarantor, any Holder or otherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Issuer and the Guarantor under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Senior Trustee for expenses, disbursements and advances any series of Securities shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, such Senior Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any, on) or interest oninterest, if any on particular Debt Securities. When Without prejudice to any other rights available to the Senior Trustee under applicable law, when the Senior Trustee incurs expenses (including the reasonable fees and expense of its counsel) or renders services after an Event of Default specified in Section 6.01(e5.01(3), (4), (5) or (f6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The rights of the Senior Trustee under this Section 6.07 shall survive the resignation or removal of the Senior Trustee, the payment in full of the Securities for which it is the Senior Trustee, the discharge of this Senior Indenture, and the termination hereof. All indemnifications and releases from liability granted hereunder to the Senior Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

Compensation and Reimbursement. (a) The Issuers covenant and agree to Servicer shall pay in Dollars to the Indenture Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder the Indenture Trustee under this Indenture (which compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, . The Servicer shall reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable expensesout-of-pocket expenses incurred or made by it (including without limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this Indenture (including but in no way limited to any expenses incurred pursuant to Section 5.04, Section 5.05 and Section 5.06), any of the Transaction Documents or any Series Enhancement. Such expenses shall include the reasonable compensation fees and out-of-pocket expenses, disbursements and advances of the expenses and disbursements of its Indenture Trustee’s agents, attorneys any co-trustee, counsel, accountants and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02experts, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct negligence or bad faith. In no event shall the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. (b) The Issuers also covenant Servicer’s payment obligations to indemnify in Dollars the Indenture Trustee for, and pursuant to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction resignation and removal of the Indenture Trustee and the discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (c) When the Indenture Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(e5.02(d) or (f) occurswith respect to the Issuer, the expenses and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law. (d) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Trustee and the Company shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Issuer agrees: (i) to pay in Dollars to the Trustee from time to time, and on each Payment Date in accordance with the Trustee shall be entitled to, Priority of Payments reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee (subject to any written agreement between the Issuer and the Trustee) in a timely manner upon its request for all reasonable expenses, disbursements and advances (except as otherwise provided herein with respect to Interest Advances) incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including securities transaction charges to the extent not waived due to the Trustee’s receipt of payments from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager and the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and legal counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02any accounting firm or investment banking firm employed by the Trustee as permitted hereunder, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ); (iii) to indemnify in Dollars the Trustee and its Officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof. (b) The Issuer may remit payment for such fees and expenses to the Trustee or, in the absence thereof, the Trustee may from time to time deduct payment of its fees and expenses hereunder from amounts on deposit in the Payment Account in accordance with the Priority of Payments. (c) The Trustee, in its capacity as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent 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. This provision shall survive termination of this Indenture. (d) The Trustee agrees that the payment of all amounts to which it is entitled pursuant to Sections 6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral and following realization of the Collateral, any such claims of the Trustee against the Issuer, and all obligations of the Issuers Issuer, shall be extinguished. The Trustee will have a lien upon the Collateral 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. The Trustee shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Section 7.06 to compensate and indemnify Indenture notwithstanding the fact that the Trustee and shall not have received amounts due to pay or reimburse it hereunder; provided that the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and not be required to expend any funds or incur any expense unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall survive affect the satisfaction and discharge right of the Trustee to collect amounts owed to it under this Indenture. The Issuers and the Holders agree that such additional Debt If on any Payment Date when any amount shall be secured by a Lien prior payable to that of the Debt Securities upon all property and Trustee pursuant to this Indenture is not paid because there are insufficient funds held or collected by the Trustee, as such, except funds held in trust available for the payment thereof, all or any portion of principal of, such amount not so paid shall be deferred and premium, if any, or interest on, particular Debt Securities. When payable on any later Payment Date on which a fee shall be payable and sufficient funds are available therefor in accordance with the Trustee incurs expenses or renders services after an Event Priority of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawPayments.

Compensation and Reimbursement. (1) The Issuers covenant and agree to shall pay in Dollars to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all its acceptance of this Indenture and services rendered hereunder in accordance with a written schedule provided by it hereunder (which the Trustee to the Issuers. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the . The Issuers will pay or shall reimburse in Dollars the Trustee promptly upon its request for all reasonable expensesand customary disbursements, disbursements advances and advances reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel. (2) The Issuers shall indemnify and hold harmless the Trustee in accordance with its capacity against any of the provisions of this Indenture (including the and all losses, liabilities, damage, claim, fee, cost, or reasonable compensation and the out-of-pocket expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold incurred by it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of its duties under this trust or trusts hereunderIndenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuers (including this Section 607) and defending itself against any claim (whether asserted by either of the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct as finally adjudicated by a court of competent jurisdiction. The obligations of Trustee shall notify the Issuers under this Section 7.06 to compensate and indemnify promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of its obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Issuers shall be obligated to pay the reasonable fees and expenses of such separate counsel only if the Issuers fails to assume the Trustee’s defense or there is a conflict of interest between the Issuers, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuers need not reimburse the Trustee for expensesany expense or indemnity against liability or loss of the Trustee to the extent such expense, disbursements and advances shall constitute additional Debt hereunder and liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee as finally adjudicated by a court of competent jurisdiction. The provisions of this Section 607(2) shall survive the satisfaction and discharge of this Indenture. The Indenture or the earlier resignation or removal of the Trustee. (3) As security for the performance of the obligations of the Issuers and under this Section 607 the Holders agree that such additional Debt Trustee shall be secured by have a Lien lien prior to that the Securities of the Debt Securities any series upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest onon Securities of such series. Such lien shall survive satisfaction and discharge of this Indenture. (4) Without limiting any rights available to the Trustee under applicable law, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(5) or (f) occursSection 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law. To the extent that the payment of any such expenses of the Trustee, its agents and counsel, and any other amounts due the Trustee out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee. (5) The provisions of this Section 607 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: A. to pay in Dollars to the Trustee from time to timeEscrow Agent on the Deposit Date, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall compensation is not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andthe amount of $ , such compensation being the only payment for such services except as otherwise described in this Section provided, however, this sum does not include the cost of publication, printing costs, or reasonable out-of-pocket costs of the Escrow Agent; B. except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars Escrow Agent and the Trustee paying agent for the Refunded Obligations upon its either of their request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee Escrow Agent or the paying agent in accordance with any of the provisions of this Indenture Escrow Agreement or any paying agency agreement with respect to the Refunded Obligations (including the reasonable compensation and the expenses compensation, expenses, and disbursements of its agents, attorneys agents and counsel and publication, printing, or other out-of-pocket costs) at the request of all Persons not regularly in its employ), including without limitation, Section 6.02the Issuer, except any such expense, disbursement disbursement, or advances advance as may arise from its negligence, willful misconduct be determined by a court of competent jurisdiction to be attributable to the negligence or bad faith. The Issuers also covenant faith of the Escrow Agent or such paying agents; and C. to indemnify in Dollars the Trustee Escrow Agent for, and to hold it harmless against, any loss, liability damage, tax, liability, or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereunderthe Escrow, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers rights or duties hereunder. The , to the extent permitted by law. D. the Issuer has made arrangements with the Escrow Agent, as paying agent for the Refunded Obligations for its duties as paying agent and such arrangements satisfy the financial obligations of the Issuers Issuer to such paying agent. The Escrow Agent agrees to continue to serve and to carry out its duties of paying agent on the Refunded Obligations over the life of such bonds, except to the extent provided or permitted in the documents pursuant to which the Refunded Bonds were issued. The Escrow Agent is not secured under this Section 7.06 to compensate and indemnify the Trustee and to pay Escrow Agreement by any security interest in or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal pledge of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurswill assert no lien upon, the expenses funds held by it hereunder except to the extent of surplus funds after payment in full of all the Refunded Obligations and appurtenant coupons, and the compensation Escrow Agent shall not have the right to use or apply any funds held by it hereunder except to that extent. The Escrow Agent agrees, in its capacity as Escrow Agent hereunder, that the provisions of this Section adequately provide to its satisfaction for the services are intended to constitute its fees and expenses of administration under any Bankruptcy Lawhereunder.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be 45 52 enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to Company need not pay or reimburse the Trustee for expensesany settlement made without its consent, disbursements and advances which consent shall constitute additional Debt hereunder and not be unreasonably withheld. This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute. (f) To secure the Company's payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

Compensation and Reimbursement. The Issuers covenant Issuer (with respect to clause (1) below), Mid-State Capital Corporation (with respect to clauses (2) and agree (4) below) and Mid-State Homes, Inc. (with respect to clause (3) below) agree: (1) subject to any separate written agreement with the Indenture Trustee, to pay in Dollars to the Indenture Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder or any documents executed in connection herewith (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance connection with any the administration of the provisions Trust Estate pursuant to the terms of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly incurred in its employconnection with litigation affecting the Trust Estate or the Indenture Trustee), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; (3) for so long as Mid-State Homes, Inc. is a Servicer, to indemnify and hold harmless the Indenture Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of Mid-State Homes, Inc.'s failure to sign and deliver either the Certification or the Form 10-K within the time frame provided in Dollars Section 3.21(c), other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of the Indenture Trustee's breach of its obligations under this Indenture. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Indenture Trustee and its officers, directors and Affiliates, then Mid-State Homes, Inc. shall contribute to the amount paid or payable by the Indenture Trustee, its officers, directors or Affiliates as a result of the losses, claims, damages or liabilities of the Indenture Trustee, its officers, directors or Affiliates in such proportion as is appropriate to reflect the relative fault of the Indenture Trustee and its officers, directors and Affiliates on the one hand and Mid-State Homes, Inc. on the other; and (4) to indemnify the Indenture Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of of, or in connection with with, the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself themselves against any claim of liability in connection with the exercise or performance of any of its their powers or duties hereunder, provided that: (i) with respect to any such claim, the Indenture Trustee shall have given the Mid-State Capital Corporation written notice thereof promptly after the Indenture Trustee shall have knowledge thereof; (ii) while maintaining absolute control over its own defense, the Indenture Trustee shall cooperate and consult fully with Mid-State Capital Corporation in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 6.07(3), Mid-State Capital Corporation shall not be liable for settlement of any such claim by the Indenture Trustee entered into without the prior consent of Mid-State Capital Corporation, which consent shall not be unreasonably withheld. The Indenture Trustee shall be entitled to make claims pursuant to clauses (2), (3) and (4) above only to the extent that such claims do not exceed, in the aggregate, 100% of the aggregate Principal Balance of the Mortgage Assets from time to time. As security for the performance of the obligations of the Issuers Issuer under this Section 7.06 Section, the Indenture Trustee shall have a lien ranking junior to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge lien of this Indenture. The Issuers and Indenture for the benefit of the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities Notes (but senior to all other liens, if any) upon all property and funds held or collected as part of the Trust Estate by the Trustee, Indenture Trustee in its capacity as such, except funds held . The Indenture Trustee shall not institute any Proceeding seeking the enforcement of such lien against the Trust Estate unless such Proceeding is in trust connection with a Proceeding in accordance with Article V for enforcement of the lien of this Indenture for the payment benefit of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services Holders of the Notes after the occurrence of an Event of Default specified in (other than an Event of Default arising solely from the Issuer's failure to pay amounts due the Indenture Trustee under this Section 6.01(e6.07) or (f) occurs, and a resulting declaration of acceleration of Maturity of the expenses Notes which has not been rescinded and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawannulled.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder as agreed in writing with the Company (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, negligence or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. The Issuers Company and the Subsidiary Guarantors also covenant covenant, jointly and severally, to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, damage, claim, fee, cost or expense (including reasonable attorneys’ fees and expenses, fees and expenses of agents, accountants, consultants, or other experts, and court costs, and including taxes (other than taxes based upon the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith as finally adjudicated by a court of competent jurisdiction on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability hereunder or in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company and the Subsidiary Guarantors under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. The Issuers Company, the Subsidiary Guarantors and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Issuer agrees: (i) to pay in Dollars to the Trustee from time to time, (and the Trustee shall be entitled toBank, U.S. Bank National Association and any Affiliate thereof in each of their other capacities under the Transaction Documents) on each Payment Date reasonable compensation compensation, as set forth in a separate fee schedule, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee (and the Bank, U.S. Bank National Association and any Affiliate thereof in each of their other capacities under the Transaction Documents) in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustee, the Bank, U.S. Bank National Association or any Affiliate in each of their other capacities under the Transaction Documents in accordance with any of the provisions provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and legal counsel and of all Persons not regularly any accounting firm or investment banking firm employed by the Trustee (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in its employany of the Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), including without limitation(ii) and (iii) but only to the extent that funds are available for the payment thereof. Subject to Section 6.9, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee forshall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Debtholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, and on any date when a fee or an expense shall be payable to hold it harmless againstthe Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any loss, liability portion of a fee or an expense incurred without negligence, willful misconduct not so paid shall be deferred and payable on such later date on which a fee or bad faith on an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the part filing of a petition in bankruptcy for the Trustee, arising out of or in connection with non-payment to the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance 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 then in effect plus one day, after the payment in full of its powers or duties hereunder. all Debt issued under this Indenture and the Class A-L Loan Agreements. (d) The Issuer’s payment obligations of to the Issuers Trustee under this Section 7.06 to compensate and indemnify 6.7 shall be secured by the Trustee and to pay or reimburse lien of this Indenture payable in accordance with the Trustee for expensesPriority of Payments, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andas the Company and the Trustee may from time to time agree in writing, except as otherwise expressly provided herein, for all services rendered by it in the Issuers execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith or as otherwise expressly provided herein. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the TrusteeTrustee (and its officers, agents, directors and employees) and arising out of or in connection with the acceptance or administration of this trust or the trusts hereby created, and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. The provisions of this Section 7.6 shall survive the resignation or removal of the Trustee and the termination of this Indenture. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(a)(5) or and (f6) occursoccurs and is continuing, such expenses (including the charges and expenses of its counsel) and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and 51 the Trustee shall agree 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), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive the termination of this Indenture or the resignation or removal of the Trustee. (e) The Holders and the Company agree that the Trustee shall have a first priority lien against all monies and property held by the Trustee prior to the Holders to secure the obligations of the Issuers Company to the Trustee under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 6.7. (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, such compensation as the Company and the Trustee shall be entitled to, reasonable compensation form time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, and except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from form its negligence, willful wilful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense expense, including taxes (other that taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company defending itself against any claim of liability (whether asserted by a Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property properly and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. The Trustee's right to receive payment of any amounts due under this Section 7.06 shall not be subordinated and any other indebtedness or liability of the Company (even though the Debt Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (2) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustee, its officers, directors, employees and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability litigation, threatened or otherwise, in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify 5.07, the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the TrusteeTrustee as such. The obligations of the Company under this Section 5.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal ofthe Holders of particular Securities or coupons, and premium, if any, or interest on, particular Debt Securitiesthe Securities are hereby subordinated to such senior claim. When If the Trustee renders services and incurs expenses or renders services after following an Event of Default specified in under Section 6.01(e4.01(7) or (fSection 4.01(8) occurshereof, the expenses parties hereto and the compensation for Holders by their acceptance of the services Securities hereby agree that such expenses are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law.