Common use of Compensation; Fees; Indemnity Clause in Contracts

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except any such expense, disbursement or advance as may be attributable to their its negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No As security for the performance of the obligations of the Depositor under this Section, each of the Trustees shall have a lien prior to the Trust Securities upon all property and funds held or collected by such Trustee may claim any Lien or charge as such, except funds held in trust for the payment of Distributions on any the Trust Property as a result of any amount due pursuant to this Section 8.06Securities. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law8.06, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence or willful misconduct (gross negligenceor, in the case of the Administrative Trustees or the Delaware Trustee, any Administrative Trustee)such expense, disbursement or advance as may be attributable to its, his or her gross negligence, bad faith or willful misconduct); and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee of the Trustees (and any predecessor Trustees) for, and to hold each Trustee the Trustees harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, part arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder except any such expense, disbursement or advance as may be attributable to such Trustee’s gross negligence or willful misconduct (or, in the case of the Administrative Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be attributable to its, his or her gross negligence or willful misconduct). The provisions of this Section 8.06 shall survive the termination of this Trust Agreement or the resignation or removal of any Trustee. In addition to and without prejudice to its rights hereunder, when the Property Trustee incurs expenses or renders services after a Bankruptcy Event with respect to the Depositor or the Trust occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, receivership, insolvency or similar law. No Trustee trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except any such expense, disbursement or advance as may be attributable to their its negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No As security for the performance of the obligations of the Depositor under this Section, each of the Trustees shall have a lien prior to the Trust Securities upon all property and funds held or collected by such Trustee may claim any Lien or charge as such, except funds held in trust for the payment of Distributions on any the Trust Property as a result of any amount due pursuant to this Section 8.06Securities. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law8.06, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. (a) The Depositor agreesshall: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to their its negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its partby it, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee , except to the extent that any such expense, disbursement or advance as may claim any Lien or charge on any Trust Property as a result be attributable to its negligence (gross negligence, in the case of any amount due pursuant Administrative Trustee), bad faith or willful misconduct; and (b) As security for the performance of the obligations of the Depositor under this Section, each of the Trustees shall have a lien prior to this Section 8.06. the Trust Securities upon all property and funds held or collected by such Trustee as such, except funds held in trust for the payment of Distributions on the Trust Securities. (c) In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph (b) of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law806, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. . (d) The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor Sponsor agrees: (i1) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii2) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Amended and Restated Declaration of Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except to the extent any such expense, disbursement or advance as may be is attributable to their willful misconduct, gross negligence (gross negligence, ordinary negligence in the case of any Administrative the Property Trustee), ) or bad faith or willful misconduct; andfaith; (iii3) to the fullest extent permitted by applicable law, to indemnify each Trustee of the Trustees and the Bank for, and to hold each Trustee of the Trustees and the Bank harmless against, any and all loss, damage, claims, liability or expense of any kind whatsoever to the extent incurred without willful misconduct, gross negligence (gross negligence, ordinary negligence in the case of any Administrative Trustee the Property Trustee) or the Delaware Trustee), bad faith or willful misconduct on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust AgreementAmended and Restated Declaration of Trust, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. No ; and (4) to advance expenses (including legal fees) incurred by each of the Trustees and the Bank in defending any claim, demand, action, suit or proceeding, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Sponsor of an undertaking by or on behalf of such Trustee or the Bank, as the case may claim any Lien be, to repay such amount if it shall be determined such Trustee or charge on any Trust Property the Bank, as a result of any amount due pursuant the case may be, is not entitled to be indemnified as authorized in this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the resignation or removal of any Trustee or the termination of this Trust AgreementAmended and Restated Declaration of Trust.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i1) to pay to the Trustees from time to time such reasonable compensation as the Depositor and the Trustees shall be agreed from time to time agree in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust); (ii2) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except any such expense, disbursement or advance as may be attributable to their its bad faith, negligence (gross negligence, in the case of any the Property Trustee, gross negligence in the case of the Administrative Trustee), bad faith Trustees and the Delaware Trustee or willful misconduct; and (iiia) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee forTrustee, its Affiliates, officers, directors, shareholders, employees, representatives and agents and (ii) any employee or agent of the Trust or its Affiliates (referred to hold each Trustee harmless against, herein as an "Indemnified Person") from and against any and all loss, damage, claimsliability, liability tax, penalty, expense or expense claim of any kind or nature whatsoever incurred without by such Indemnified Person by reason of the creation, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence (gross negligence, in the case of any the Property Trustee, gross negligence in the case of the Administrative Trustee or Trustees and the Delaware Trustee), bad faith Trustee or willful misconduct on its part, arising out of with respect to such acts or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition omissions. (b) to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under fullest extent permitted by applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting to advance, from a Bankruptcy Event with respect time to time, prior to the Trustfinal disposition of any claim, the demand, action, suit or proceeding for which indemnification is authorized pursuant to subsection (a) above, any expenses (including reasonable legal fees) incurred by an Indemnified Person in defending such claim, demand, action, suit or proceeding upon receipt by the reasonable charges and expenses Depositor of its counselan undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in subsection (a) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawabove. The provisions of this Section 8.06 This indemnification shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees: (i1) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), in the case of the Property Trustee as set forth in a written agreement between the Depositor and the Property Trustee; (ii2) except as otherwise expressly provided herein, to reimburse the Trustees any Trustee upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees such Trustee in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except to the extent any such expense, disbursement or advance as may be is attributable to their negligence such Trustee's negligence, bad faith or willful misconduct (gross negligenceor, in the case of the Administrative Trustees or the Delaware Trustee, to the extent any Administrative Trustee)such expense, disbursement or advance is attributable to its, his or her gross negligence, bad faith or willful misconduct; and); (iii3) to the fullest extent permitted by applicable law, to indemnify each Trustee of the Trustees, any predecessor Trustee, the Bank and the Delaware Bank (each, a "Fiduciary Indemnified Person") for, and to hold each Trustee Fiduciary Indemnified Person harmless against, any and all loss, damage, claims, liability liability, penalty or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee kind or the Delaware Trustee), bad faith or willful misconduct on its partnature whatsoever, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition , except to the rights provided extent such amount is attributable to each Trustee pursuant to such Fiduciary Indemnified Person's own ordinary negligence (solely in the provisions case of the immediately preceding paragraph of this Section 8.06 and without prejudice Property Trustee), gross negligence, bad faith or willful misconduct; and (4) to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the advance expenses (including legal fees) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding, from time to time, prior to the reasonable charges and expenses final disposition of its counsel) and such claim, demand, action, suit or proceeding, upon receipt by the compensation for the services are intended Depositor of an undertaking by or on behalf of such Fiduciary Indemnified Person to constitute expenses repay such amount if it shall be determined by a final, nonappealable order of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawa court of competent jurisdiction that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in this subsection. The provisions of this Section 8.06 shall survive the termination of the Trust and this Trust AgreementAgreement and shall survive the resignation or removal of any Trustee.

Compensation; Fees; Indemnity. The Depositor agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee for, and to hold each Trustee harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 8.06 shall survive the resignation or removal of any Trustee and the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor agrees:: ----------------------------- (i1) to pay to the Trustees from time to time such reasonable compensation as the Depositor and the Trustees shall be agreed from time to time agree in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust); (ii2) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except any such expense, disbursement or advance as may be attributable to their its bad faith, negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iiia) to the fullest extent permitted by applicable law, indemnify and hold harmless (i) each Trustee, its Affiliates, officers, directors, shareholders, employees, representatives and agents and (ii) any employee or agent of the Trust or its Affiliates (referred to herein as an "Indemnified Person") from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsover incurred by such Indemnified Person by reason of the creation, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions. (b) to the fullest extent permitted by applicable law, to indemnify each Trustee foradvance, and from time to hold each Trustee harmless againsttime, prior to the final disposition of any claim, demand, action, suit or proceeding for which indemnification is authorized pursuant to subsection (a) above, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Trust Agreement, 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. No Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including reasonable legal fees) incurred by an Indemnified Person in defending such claim, demand, action, suit or proceeding upon receipt by the reasonable charges and expenses Depositor of its counselan undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in subsection (a) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawabove. The provisions of this Section 8.06 This indemnification shall survive the termination of this Trust Agreement.

Compensation; Fees; Indemnity. The Depositor (a) Pursuant to the Indenture, the Debenture Issuer, as borrower, agrees: (i) to pay to the Trustees from time to time such reasonable compensation as shall be agreed in writing with the Depositor for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their its agents and counsel), except any such expense, disbursement or advance as may be attributable to their its negligence (gross negligence, in the case of any Administrative Trustee), bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify each Trustee Indemnified Person for, and to hold each Trustee Indemnified Person harmless against, any and all loss, damage, claims, liability or expense incurred without negligence (gross negligence, in the case of the Delaware Trustee or any Administrative Trustee or the Delaware Trustee), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust trusts created by, or trusts under the administration of, this Trust Agreement, 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. No . (b) As security for the performance of the obligations of the Depositor Issuer under this Section, each of the Trustees shall have a lien prior to the Trust Securities upon all property and funds held or collected by such Trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. such. (c) In addition to the rights provided to each Trustee pursuant to the provisions of the immediately preceding paragraph of this Section 8.06 and without prejudice to any rights available to the Trustees under applicable law8.06, when a Trustee incurs expenses or renders services in connection with an Event of Default resulting from a Bankruptcy Event with respect to the Trust, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. . (d) The provisions of this Section 8.06 shall survive the termination of this Trust Agreement.