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 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. 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. (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. (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), 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. 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 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. 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 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. (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. (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. 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 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 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. (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. (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. 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. 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 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 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 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 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. (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 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. 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 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 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 -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 Law.

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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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), 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. (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 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 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. 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 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. 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 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. (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 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 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 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 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 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 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 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. (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 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 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. 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 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 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. (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 and agree Company agrees (a) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing from time to time 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, ; (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, negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (c) to indemnify in Dollars each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damages, claim 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 (whether asserted by the Company, a Holder or another Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence or willful misconduct. 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 when such obligations have been past due for 90 days. 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 of particular Notes. Without limiting any rights available to the Trustee under applicable law, 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(e6.01(d) or (f) occursSection 6.01(e), 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 provisions of the Bankruptcy LawCode.

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 6.026.2, 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 7.6 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(e6.1(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 the Guarantors agree, jointly and severally: (a) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed 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, 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 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 to the extent 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 determined by a final non-appealable judgment of a court of competent jurisdiction); and (c) to fully indemnify in Dollars the Trustee and its directors, officers, employees, counsels and agents for, and to hold it them harmless against, any loss, liability cost, liability, claim, damage, fee or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, (including reasonable attorney’s fees and expenses) 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 themselves (including reasonable attorney’s fees and expenses and court costs) against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent such loss, cost, liability, claim, damage, or expense shall be determined to have been caused by such indemnified party’s own negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). The As security for the performance of the obligations of the Issuers 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 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, and of (or premium, if any, ) or interest on, particular Debt Securitieson the Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e4.1(g) or (f) occursSection 4.1(h), 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 termination of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 5.7 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 or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

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.

Compensation and Reimbursement. 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 to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee for any Series, in the amount of the Trustee Fee related to such Series (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) 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 or the Servicing Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys the Trustee's 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, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (iii) to indemnify in Dollars and hold harmless each Series Trust Estate and the Trustee for, from and to hold it harmless against, against any loss, liability liability, expense, damage or expense incurred without negligenceinjury sustained or suffered pursuant to this Indenture by reason of any acts, willful misconduct omissions or bad faith on the part of the Trustee, alleged acts or omissions arising out of activities of such Series Trust Estate or the Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred 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 defense of any of its powers actual or duties hereunder. The obligations of threatened action, proceeding or claim; provided that the Issuers under this Section 7.06 to compensate and Issuer shall not indemnify the Trustee if such loss, liability, expense, damage or injury is due to the Trustee's negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties. Any indemnification pursuant to this Section 7.07 shall only be payable from the assets of the Issuer and shall not be payable from the assets of any Series Trust Estate. The provisions of this indemnity shall run directly to pay or reimburse and be enforceable by an injured person subject to the Trustee for expenses, disbursements limitations hereof and advances shall constitute additional Debt hereunder and this indemnification agreement shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Upon the Holders agree that such additional Debt shall be secured by a Lien prior occurrence of an Event of Default with respect to that any Series resulting in an acceleration of maturity of the Debt Securities Notes of such Series that has not been rescinded and annulled, the Trustee shall have, as security for the performance of the Issuer under this Section 7.07, a lien ranking senior to the lien of the Notes of such Series with respect to which any claim of the Trustee under this Section 7.07 arose upon all property and funds held or collected as part of the related Series Trust Estate by the Trustee, Trustee in its capacity as such, except funds held Trustee for such Series. The Trustee shall not institute any Proceeding seeking the enforcement of such lien against any Series Trust Estate unless (i) such Proceeding is in trust connection with a proceeding in accordance with Article Six hereof 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 secured by such Series Trust Estate after the occurrence of an Event of Default specified in (other than an Event of Default due solely to a breach of this Section 6.01(e7.07) and a resulting declaration of acceleration or automatic acceleration of maturity of such Notes that has not been rescinded and annulled, or (fii) occurssuch Proceeding does not result in or cause a Sale or other disposition of such Series Trust Estate. All monies so collected by the Trustee shall be applied in accordance with Section 6.08 hereof, the expenses and the compensation for Trustee shall receive amounts pursuant to Section 6.08 hereof only to the services are intended extent that payment thereof will not result in a subsequent Event of Default caused by such payments to constitute expenses of administration under any Bankruptcy Lawthe Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Guarantor agrees: (a) to pay in Dollars to the Partnership Guarantee Trustee from time to time, time such reasonable compensation as the Guarantor and the Partnership Guarantee 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, ; (b) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Partnership Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Partnership Guarantee Trustee in accordance with any of the provisions of this Indenture Preferred Partnership Securities Guarantee (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 (c) to indemnify in Dollars each of the Partnership Guarantee Trustee and any predecessor Partnership Guarantee Trustee for, and to hold it harmless from and against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based upon the income of the Partnership Guarantee 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 of the trusts created by, or the administration of of, this trust or trusts hereunderPreferred Partnership Securities Guarantee, 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 As security for the performance of the obligations of the Issuers Guarantor under this Section 7.06 to compensate and indemnify Section, the Partnership Guarantee 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 entitled upon giving 5 days prior written notice to the Guarantor to exercise a Lien lien prior to that of the Debt Preferred Partnership Securities upon all the property and funds held or collected by the Trustee, Partnership Guarantee Trustee as such, except funds held in trust for the payment of principal of, and premium, premium (if any, ) or interest on, particular Debt Securitiesobligations of the Guarantor under this Preferred Partnership Securities Guarantee. When The provisions of this Section shall survive the Trustee incurs expenses or renders services after an Event termination 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 Lawthis Preferred Partnership Securities Guarantee.

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 Issuer agrees: (i) 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), andand to pay to the Back-up Servicer its fee for all services rendered hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee; (ii) except as otherwise expressly provided hereinherein or in the Specific Indenture Terms, 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 in accordance with any provision of the provisions 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 negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (iii) to indemnify in Dollars and hold harmless the Trust and the Indenture Trustee for, from and to hold it harmless against, 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 the Indenture by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Trust or the Indenture Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by the Indenture), including, but not limited to, 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 hereunderindemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and this indemnification agreement shall survive the termination of the Indenture. Upon the occurrence of an Event of Default resulting in an acceleration of maturity of the Notes that has not been rescinded and annulled, including the reasonable costs and expenses Indenture Trustee shall have, as security for the performance of defending itself against the Issuer under this Section 7.07, a lien ranking senior to the lien of the Notes with respect to which any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Indenture 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 7.07 arose upon all property and funds held or collected as part of the Trust Estate by the Trustee, Indenture Trustee in its capacity as such, such except funds held the Indenture Trustee shall have no liens on the amounts paid under any of the Note Insurance Policies. The Indenture Trustee shall not institute any Proceeding seeking the enforcement of such lien against any Trust Estate unless directed to do so by MBIA and (i) such Proceeding is in trust connection with a proceeding in accordance with Article Six hereof for enforcement of the lien of the 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 secured by such Trust Estate after the occurrence of an Event of Default specified in (other than an Event of Default due solely to a breach of this Section 6.01(e7.07) and a resulting declaration of acceleration of maturity of such Notes that has not been rescinded and annulled, or (fii) occurs, such Proceeding does not result in or cause a Sale or other disposition of such Trust Estate. All monies so collected by the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawIndenture Trustee shall be applied in accordance with Section 6.08 hereof.

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 68 - 62 - 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. 69 - 63 - 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 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 the Trustee's negligence, bad faith 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 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 connection with the exercise or performance of any of its powers or duties hereunderpremises. The obligations of the Issuers Company under this Section 7.06 shall survive the discharge of this Indenture and resignation or removal of the Trustee. (b) The obligations of the Company under this Section 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, 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 LawHolders.

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 the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (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 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 its negligence, willful misconduct are attributable to the Trustee’s negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee and its agents, officers, directors and employees 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 or in connection with the acceptance or administration of this the trust or trusts hereunder, 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. 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 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 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, and premium, if any, premium or interest onon or any Additional Amounts with respect to particular Securities or any Coupons appertaining thereto. To the extent permitted by law, particular Debt Securities. When any compensation or expense incurred by the Trustee incurs expenses or renders services after an Event of Default a default specified in or pursuant to Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are 5.1 is intended to constitute expenses an expense of administration under any Bankruptcy Lawthen applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.6. The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. (a) The Issuers covenant and agree Issuer agrees: (i) to pay the Trustee, the Bank in Dollars to each of its other capacities under the Trustee from time to time, Transaction Documents and U.S. Bank National Association as the Trustee shall be entitled to, Intermediary under the Account Agreement on each Payment Date in accordance with the 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 Trustee of an express trust)trust as separately agreed between the Issuer and the Trustee) as set forth in the fee letter between the Trustee and the Asset Manager dated on or prior to the Closing Date (the “Fee Letter”) as the same may be amended, andrestated, supplemented or otherwise modified form time to time in accordance with its terms; (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 incurred or made by the Trustee in accordance with any provision of this Indenture, relating to the maintenance and administration of the Collateral or in the enforcement of any provisions of this Indenture hereof (including 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 in its employ), including without limitationany accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, Section 6.025.5, Section 10.5 or Section 10.7, except (a) 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 and (b) any securities transaction charges that have been waived due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments as specified by the Asset Manager); (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 hereunderIndenture and the transactions contemplated hereby, including the reasonable costs and expenses of defending itself themselves (including reasonable fees and costs of experts, agents and attorneys) against any claim of or liability (whether brought by the Issuer or any other third party) in connection with the exercise or performance of any of its powers or duties hereunder. The obligations hereunder and under any other Transaction Document or in the enforcement of the Issuers under this Section 7.06 Transaction Documents and any indemnification rights thereunder; and (iv) to compensate and indemnify pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or in respect of the exercise or enforcement of remedies pursuant to Article V. (b) The Issuer may remit payment for such fees and expenses to pay or reimburse the Trustee for expensesor, disbursements in the absence thereof, the Trustee may from time to time deduct payment of its fees and advances shall constitute additional Debt expenses hereunder and shall survive pursuant to Section 11.1(d). (c) Without limiting Section 5.4, the satisfaction and discharge Trustee hereby agrees not to cause the filing of this Indenture. a petition in bankruptcy against the Issuer on its own behalf or on behalf of the Secured Parties until at least one year (or, if longer, the applicable preference period) plus one day after the payment in full of all of the Notes. (d) The Issuers amounts payable to the Trustee on any Payment Date are subject to the Priority of Payments, and the Holders agree that such additional Debt Trustee shall be secured by have a Lien prior lien ranking senior to that of the Debt Securities Holders upon all property and funds held or collected as part of the Collateral to secure payment of amounts payable to the Trustee under this Section 6.7; provided, that (1) the Trustee shall not institute any Proceeding for the enforcement of such lien except in connection with an action pursuant to Section 5.3 for the enforcement of the lien of this Indenture for the benefit of the Secured Parties; and (2) the Trustee may only enforce such a lien in conjunction with the enforcement of the rights of Holders in the manner set forth in Section 5.4. (e) The Issuer’s obligations to the Trustee under this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and/or the resignation or removal of the Trustee, as such, except funds held in trust for . Fees applicable to periods shorter or longer than a calendar quarterly period will be prorated based on the number of days within such period. The Trustee shall apply amounts pursuant to Section 5.7 and the Priority of Payments only to the extent that the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after thereof will not result in an Event of Default specified in and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.01(e) or (f) occurs6.9, the expenses and Trustee shall continue to serve as Trustee under this Indenture notwithstanding the compensation fact that the Trustee shall not have received amounts due it. No direction by a Majority of the Controlling Class shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when an amount shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available for the services payment thereof, any portion of such amount not so paid shall be deferred and payable, together with compensatory interest thereon (at a rate not to exceed the federal funds rate), on such later date on which such amount shall be payable and sufficient funds are intended to constitute expenses of administration under any Bankruptcy Lawavailable therefor.

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 Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (i) to pay the Indenture Trustee annually in Dollars to advance, the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation fee for all services rendered by it hereunder as Indenture Trustee, Authenticating Agent, Note Registrar and Paying Agent, in the amount of the Trustee Fee (which the Trustee's Fee shall not otherwise 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, . (ii) to reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Indenture Trustee, in its capacity as Indenture Trustee, in accordance with any of the provisions of this Indenture (including the reasonable costs and expenses of enforcing the remedies under Section 6.04 hereof and the reasonable compensation and the expenses and disbursements of its agents, attorneys the Indenture Trustee's 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 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 or willful misconduct. Prior to an Event of the TrusteeDefault, 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 reimbursed hereunder, other than those set forth on the list of standard charges attached to the fee letter referred to in the definition of Trustee Fee, shall constitute additional Debt hereunder not exceed 20% of the Trustee Fee in any year; and (iii) to indemnify and hold harmless the Trust Estate and the Indenture Trustee from and against any loss, liability, expense, damage or injury (other than those attributable to a Noteholder in its capacity as an investor in the Notes) 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 or the Indenture Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by the Indenture), including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable expenses incurred in connection with the defense of any actual or 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 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 Estate except to the extent that funds are permitted to be paid to the Indenture Trustee pursuant to Section 12.02(d)(xii). The provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and this indemnification agreement shall survive the satisfaction termination of the Indenture and discharge the resignation or removal of the Indenture Trustee (which shall include for purposes of this Indenture. The Issuers Section 7.07(iii), its directors, officers, employees 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 Lawagents).

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee such compensation as the Company and the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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 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 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 73 64 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 Without prejudice to any other rights available to the Trustee under applicable law, 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 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 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 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 the 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(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. (a) The Issuers covenant and agree to Issuer shall pay in Dollars to the Indenture Trustee from time to time, and the Trustee shall be entitled to, reasonable time compensation for all of its services rendered in accordance with the terms and conditions hereof as has been separately agreed to by it the Issuer and the Indenture Trustee. The Indenture Trustee's compensation hereunder (which 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 Issuer shall reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable expensesdisbursements, disbursements expenses and advances incurred or made by it hereunder. Such expenses shall include the Trustee in accordance with any compensation, disbursements and expenses of the provisions Indenture Trustee's agents and counsel. (b) When the Indenture Trustee incurs expenses or renders services after an Event of this Indenture (including the reasonable compensation and Default occurs, the expenses and disbursements the compensation for such services are intended to constitute expenses of its agentsadministration under any Insolvency Law to the extent permissible thereunder. (c) The Issuer shall indemnify, attorneys protect and counsel and of all Persons not regularly hold harmless the Indenture Trustee (in its employindividual capacity and as Indenture Trustee), including its directors, officers, employees and agents (collectively, the "Indemnitees") from and against any and all actions, claims, damages, liabilities, judgments, losses, costs, charges and expenses (including, without limitation, Section 6.02, except any such expense, disbursement legal fees and expenses) relating to 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 actions or administration of this trust or trusts omissions from actions in any capacity hereunder, except actions, claims, damages, liabilities, judgments, losses, costs, charges and expenses caused by the negligence or willful misconduct of the Indenture Trustee, its directors, officers, employees or agents. The Indemnitees shall incur no liability and shall be indemnified and held harmless by the Issuer for (i) any error resulting from use of or reliance on a source or publication required to be used under the terms of the Notes or this Indenture, (ii) any error of judgment made without negligence, bad faith or willful misconduct by a Responsible Officer or officers or employees of the Indenture Trustee, (iii) any loss resulting from an investment of funds made by the Indenture Trustee in Eligible Investments in accordance with this Indenture, including any loss of principal, or (iv) any tax liability in relation to Eligible Investments or any interest thereon or any income on any of the Trust Estate including the reasonable costs and expenses of defending itself against any claim of liability in connection the premises. The Indemnitees shall incur no liability and shall be indemnified, protected and held harmless by the Issuer for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in accordance with this Indenture without negligence, bad faith or willful misconduct by the exercise Indenture Trustee in reliance upon (i) a written Opinion of Counsel, (ii) a written instruction or performance Officers' Certificate from the Issuer, (iii) written instruction or Controlling Party Order from the Controlling Party, (iv) written instruction of any the American Servicer or (v) written instructions of its powers or duties hereunder. the Noteholders of more than 50% of the Aggregate Outstanding Principal Amount of the Notes. (d) The obligations of the Issuers Issuer under this Section 7.06 6.07 to compensate and indemnify the Indenture Trustee and to pay pay, indemnify or reimburse the Indenture Trustee and any predecessor Indenture Trustee for actions, claims, damages, liabilities, judgments, losses, costs and charges and expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge 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 Indenture Trustee, as such, except funds held provided hereunder but are limited in trust for recourse to the payment Collateral. Amounts payable and reimbursable to the Indenture Trustee pursuant to this Section 6.07 shall constitute Trustee Fees and shall be paid or reimbursed to the Indenture Trustee solely from the amounts on deposit in the Collection Account in accordance with the Priority of principal of, Payments. (e) Compensation payable to a successor Indenture Trustee appointed under Section 6.08 of this Indenture shall be subject to the Priority of Payments to the same extent and premium, if any, or interest on, particular Debt Securities. When with the same priority as the Indenture 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 LawFees.