Common use of Compensation, Reimbursement and Indemnification Clause in Contracts

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the Company, a Guarantor, any Holder or any other Person. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly (but no later than ten days following service) notify the Company in writing, enclosing a copy of all papers served. All counsel employed to defend any such claim shall be retained directly by the Company and may serve as counsel to the Company and/or one or more Trustees. Absent a conflict of interest, the Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. A Trustee entitled to indemnification may, in addition to counsel engaged by the Company, a Guarantor, any Holder or engage counsel to represent such Trustee at its sole expense. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse any settlement agreed to without its written consent. In the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where event the Trustee incurs expenses or renders services in connection with a bankruptcy any proceedings which result from the occurrence or continuance of an Event of Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any event which, solely by virtue of defaultthe passage of time, would become such costs an Event of Default, the expenses so incurred and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services so rendered are intended to constitute expenses of administration under applicable Federal the United States Bankruptcy Code or State, bankruptcy, insolvency or other equivalent law.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time such compensation as the Company and the Trustee shall be entitled from time to be paid, such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, to reimburse each of the Company will pay or reimburse the Trustee and any predecessor Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee it in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the trust or enforcement trusts hereunder and the performance of this trustits duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a the Guarantor, any a Holder or any other Person. (b) The or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. To ensure the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify hereunder, the Trustee and shall have a senior claim to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the benefit payment of the holders of principal of, premium, if any, or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where . When the Trustee incurs expenses or renders services in connection with a bankruptcy event an Event of defaultDefault specified in Section 5.01, such costs and the expenses (including the reasonable attorneys’ fees charges and expensesexpenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State, state bankruptcy, insolvency or other similar law. The provisions of this Section 6.07 shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify the Trustee or any predecessor Trustee (and their including its officers, agentsdirectors, directors agents and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly notify the Company in writing, enclosing a copy of all papers served. Failure or delay by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company shall not have been prejudiced as a result of such failure or delay. All counsel employed to defend any such claim shall be retained directly by the Company and may serve as counsel to the Company and/or one or more Trustees. Absent a conflict of interest, the Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. A Trustee entitled to indemnification may, in addition to counsel engaged by the Company, a Guarantor, any Holder or engage counsel to represent such Trustee at its sole expense. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse any settlement agreed to without its written consent. In the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where event the Trustee incurs expenses or renders services in connection with a bankruptcy any proceedings which result from the occurrence or continuance of an Event of Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any event which, solely by virtue of defaultthe passage of time, would become such costs an Event of Default, the expenses so incurred (including the reasonable charges and expenses (including reasonable attorneys’ fees and expensesof its counsel) and the compensation for the services so rendered are intended to constitute expenses of administration under applicable Federal the United States Bankruptcy Code or State, bankruptcy, insolvency or other equivalent law. The provisions of this Section shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnification. (a) The Company shall covenants and agrees to pay to the TrusteeTrustee from time to time, and the Trustee shall be entitled to such compensation as shall be paid, such compensation, agreed in writing between the Company and the Trustee (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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTrustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the reasonable expenses and disbursements of its agents, counsel and agents and of all Persons persons not regularly in its employ, ) except any such expense expense, disbursement or disbursement advance as may arise from its own negligence negligence, willful misconduct or willful misconductbad faith. The Company shall also covenants and agrees to the fullest extent permitted by law, to indemnify each of the Trustee Trustee, or any predecessor Trustee (and their Trustee, its officers, employees, directors, shareholders and agents, directors and employees) for, and shall to hold them harmless against, any and all loss, liabilitydamage, claim, damage liability or expense, including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any predecessor Trustee), reasonably incurred by the Trustee without negligence or negligence, willful misconduct or bad faith on its part and part, arising out of or in connection with the acceptance or administration or of the trusts and its duties under this Indenture, including the enforcement of this trust, including provision and the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted by the Company, a Guarantor, any Holder of its powers or any other Personduties hereunder. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses expenses, disbursements and disbursements shall: (i) advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trusteeunder Section 11.02. (c) Where In addition to and without prejudice to any other rights available to the Trustee under applicable law and any of the provisions of this Indenture, when the Trustee incurs expenses or renders services in connection with a bankruptcy event an Event of defaultDefault, such costs and the expenses (including reasonable attorneys’ fees charges and expensesexpenses of its counsel) and the compensation for the its services are intended to constitute expenses of administration under applicable Federal or State, state bankruptcy, insolvency or other similar law. (d) The provisions of this Section 7.06, including the lien of the Trustee, shall survive the satisfaction and discharge or other termination for any reason of this Indenture, the resignation or removal of the Trustee for any reason hereunder and any rejection or termination of this Indenture under any applicable bankruptcy or insolvency law.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, compensation (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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust)Trustee. Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, ) except any such expense or disbursement as may arise from its own gross negligence or willful misconduct. The Company and each Guarantor, jointly and severally, shall indemnify the Trustee or any predecessor Trustee (and their its officers, agents, directors and employees) for, and shall hold them it harmless against, any and all loss, liability, claim, damage or expense, including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Trustee), reasonably incurred by the Trustee without gross negligence or willful misconduct on its the part of the Trustee and arising out of or in connection with the acceptance or administration or enforcement of this trusttrust or in any other capacity hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person) in the premises or enforcing this Indenture, including this Section 7.06. The Trustee shall notify the Company and each applicable Guarantor promptly of any claim for which it may seek indemnity. Failure by the Trustee so to notify the Company and each applicable Guarantor shall not relieve the Company or any Guarantor of its obligations hereunder, except to the extent that the Company or any Guarantor has been prejudiced by such failure. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. (b) The obligations of the Company and the Guarantors under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders Holders of particular Securities; and (ii) survive the termination of this Indenture and earlier resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Issuers shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, 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 Issuers and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company Issuers will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed to in writing between the Trustee and the Company Issuers from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Issuers shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the CompanyIssuers, a Guarantor, any Holder or any other Person. (b) The obligations of the Company Issuers under this Section 7.06 10.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indentureit, including such costs of collection, in addition to the compensation as has been agreed between for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of Indenture Trustee’s agents, counsel, accountants and experts. Issuer shall direct Servicer to indemnify, defend and hold harmless, and Servicer shall indemnify Indenture Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or Transferor to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. Indenture Trustee shall notify Issuer and Servicer promptly of any claim for which it may seek indemnity. Failure by Indenture Trustee to so notify the Issuer and Servicer of a claim of which a Responsible Officer has received written notice shall not relieve Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. Servicer shall defend any claim against Indenture Trustee. Indenture Trustee may have separate counsel and, if it does, Servicer shall pay the fees and expenses of defending itself such counsel. Servicer will not be liable for any settlement of any claim or action effected without its prior written consent, which will not be unreasonably withheld. Neither Issuer nor Servicer need reimburse any expense or indemnify against any claim loss, liability or expense determined by a court of liability whether asserted competent jurisdiction to have been caused by Indenture Trustee through Indenture Trustee’s own fraud, willful misconduct or negligence. Servicer’s payment obligations to Indenture Trustee pursuant to this Section 6.07 shall survive the Company, a Guarantor, any Holder or any other Person. (b) The obligations discharge of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay Indenture or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and earlier resignation or removal of the Indenture Trustee. (c) Where the . When Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(c) or renders services in connection 5.02(d) with a bankruptcy event of defaultrespect to Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. To secure Servicer’s and Issuer’s payment obligations in this Section 6.07, Indenture Trustee shall have a lien prior to the Notes on all money or property held or collected by Indenture Trustee, in its capacity as Indenture Trustee, except money or property held in trust to pay principal of, or interest on, the Notes.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay and the Servicer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTransfer and Servicing Agreement, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of- pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel (which the Indenture Trustee shall determine), claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(c) or renders services in connection (d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to --------------- --- constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly (but no later than ten days following service) notify the Company in writing, enclosing a copy of all papers served. All counsel employed to defend any such claim shall be retained directly by the Company and may serve as counsel to the Company and/or one or more Trustees. Absent a conflict of interest, the Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. A Trustee entitled to indemnification may, in addition to counsel engaged by the Company, a Guarantor, any Holder or engage counsel to represent such Trustee at its sole expense. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior any settlement agreed 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trusteewithout its written consent. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as . The Issuer shall cause the Company and the Trustee from time Servicer to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its Indenture Trustee's agents, counsel counsel, accountants and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconductexperts. The Company Issuer shall cause the Servicer to indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs and expenses extent of defending itself such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) The obligations of bad faith. When the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of a Default specified in connection subsection 5.02(d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time such reasonable compensation as the Company and the Trustee shall be entitled from time to be paid, such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall ; and (c) to indemnify the Trustee or any predecessor Trustee (and their its directors, officers, agents, directors and employees) employees for, and shall to hold them harmless against, any and all loss, liabilityliability or expense incurred without, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against or investigating any claim or liability in connection with the exercise or performance of liability whether asserted by any of its powers or duties hereunder. As security for the Company, a Guarantor, any Holder or any other Person. (b) The performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior 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 benefit payment of principal of (and premium, if any) or interest on particular Securities. The obligations of the holders of particular Securities; and (ii) Company set forth in this Section shall survive the payment in full of all amounts due and owing hereunder and under the Securities, the termination and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where . When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in connection with a bankruptcy event of defaultSection 501(5) and (6), such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the such services are intended to constitute expenses of administration under applicable Federal any bankruptcy law or State, bankruptcy, insolvency any similar federal or other lawstate law for the relief of debtors.

Compensation, Reimbursement and Indemnification. (a) The Company shall Issuer agrees: (i) to pay or cause the Servicer to pay the Trustee, and the Indenture Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the reasonable compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in under this Indenture and the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (Indenture Supplements, which compensation will not be limited by any provision of law in regard to regarding the compensation of a trustee of an express trust). Except ; (ii) except as otherwise expressly provided hereinin this Indenture, to reimburse or cause the Company will pay or Servicer to reimburse the Indenture Trustee upon on its request for all reasonable expenses expenses, disbursements, and disbursements advances incurred or made by the Indenture Trustee in accordance with any of pursuant to this Indenture and the provisions of this IndentureIndenture Supplements, including such compensation as has been agreed between all costs and expenses incurred by the Indenture Trustee exercising any remedies under this Indenture and the Company from time to time reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement, or disbursement as may arise from advance to the extent attributable to its own willful misconduct, negligence or willful misconduct. The Company shall bad faith; and (iii) to indemnify or cause the Servicer to indemnify the Trustee or any predecessor Trustee (and their Indenture Trustee, its officers, agentsdirectors, directors and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claim, damage or expense, including taxesdamage, other than taxes based uponor injury suffered or sustained without willful misconduct, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and or their part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself or them against any claim or liability from the exercise or performance of liability whether asserted any of its powers or duties under this Indenture except with respect to expenses arising or resulting from taxes imposed on the Indenture Trustee in connection with fees earned by it pursuant to this Indenture. If, on any date when a fee is payable to the CompanyIndenture Trustee pursuant to this Indenture, a Guarantorsufficient funds are not available for its payment, any Holder or any other Personportion of a fee not paid will be deferred and payable, together with compensatory interest (at a rate not to exceed the federal funds rate), on the next date on which a fee is payable and sufficient funds are available. (b) The Issuer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) will survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in connection Section 5.02(iii) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal United States federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. The Issuers agree: (a1) The Company shall to pay to the Trustee, Trustee from time to time such compensation as the Issuers and the Trustee shall be entitled from time to be paid, such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee it in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall ; and (3) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claimdamage, damage costs or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the trust or enforcement trusts hereunder and the performance of this trustits duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the CompanyIssuers, a Guarantor, any Holder or any other Person. (b) The or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or willful misconduct. To ensure the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Issuers hereunder, the Trustee and shall have a senior claim to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the benefit payment of the holders of principal of, premium, if any, or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where . When the Trustee incurs expenses or renders services in connection with a bankruptcy event an Event of defaultDefault specified in Section 5.01, such costs and the expenses (including the reasonable attorneys’ fees charges and expensesexpenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State, state bankruptcy, insolvency or other similar law. The provisions of this Section 6.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation, Reimbursement and Indemnification. (a) The Company shall Issuer agrees: (i) to pay or cause the Servicer to pay the Trustee, and the Indenture Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the reasonable compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in under this Indenture and the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (Indenture Supplements, which compensation will not be limited by any provision of law in regard to regarding the compensation of a trustee of an express trust). Except ; (ii) except as otherwise expressly provided hereinin this Indenture, to reimburse or cause the Company will pay or Servicer to reimburse the Indenture Trustee upon on its request for all reasonable expenses expenses, disbursements, and disbursements advances incurred or made by the Indenture Trustee in accordance with any of pursuant to this Indenture and the provisions of this IndentureIndenture Supplements, including such compensation the costs of implementing any Swap Agreement as has been agreed between contemplated by Section 10.02, and including all costs and expenses incurred by the Indenture Trustee exercising any remedies under this Indenture and the Company from time to time reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement, or disbursement as may arise from advance to the extent attributable to its own willful misconduct, negligence or willful misconduct. The Company shall bad faith; and (iii) to indemnify the Trustee or any predecessor Trustee (and their Indenture Trustee, its officers, agentsdirectors, directors and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claim, damage or expense, including taxesdamage, other than taxes based uponor injury suffered or sustained without willful misconduct, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trusttrust under this Indenture and in connection with the Transaction Documents, including the reasonable costs and expenses of defending itself against any claim or liability from the exercise or performance of liability whether asserted by the Company, a Guarantor, any Holder of its powers or any other Personduties under this Indenture. (b) The Issuer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) will survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of any Event of Default specified in connection Section 5.02 with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal United States federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses incurred or made by it (including without limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and disbursements advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this IndentureIndenture (including but in no way limited to any expenses incurred pursuant to Section 5.04, including such compensation as has been agreed between Section 5.05 and Section 5.06), any of the Trustee Transaction Documents or any Series Enhancement. Such expenses shall include the reasonable fees and out-of-pocket expenses, disbursements and advances of the Company from time to time and the expenses and disbursements of its Indenture Trustee’s agents, counsel any co-trustee, counsel, accountants and of all Persons not regularly in its employexperts, except any such expense expense, disbursement or disbursement advance as may arise from its own negligence or willful misconductbad faith. The Company In no event shall indemnify the Indenture Trustee advance any funds for the payment of principal, interest or premium on any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the Company, a Guarantor, any Holder or any other PersonNotes. (b) The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including the reasonable fees of outside counsel) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including but not limited to the fees and expenses of enforcing the contractual and indemnification obligations of the Company under this Section 7.06 to compensate Issuer hereunder. The Indenture Trustee shall notify the Issuer and indemnify the Trustee and to pay or reimburse the Trustee Servicer promptly of any claim for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected which it may seek indemnity. Failure by the Indenture Trustee as suchto so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, except funds held in trust for liability or expense could have been avoided with such prompt notification and then only to the benefit extent of such loss, expense or liability which could have been so avoided. The Issuer shall defend any claim against the holders Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall pay the fees and expenses of particular Securities; and (ii) survive such counsel. Neither the termination of this Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture and resignation Trustee through the Indenture Trustee’s own willful misconduct, negligence or removal of the Trusteebad faith. (c) Where The Servicer’s and the Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture; provisions of this Section regarding the reimbursement and indemnification of the Indenture Trustee shall survive the resignation and removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in connection Section 5.02(d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. (d) Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Servicer’s or the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 11.17. (e) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (f) in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer system and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (g) To help fight the funding of terrorism and money laundering activities, the Indenture Trustee may obtain, verify, and record information that identifies individuals or entities that establish a relationship or open account with the Indenture Trustee; the Indenture Trustee may ask for information reasonably necessary to identify the individual or entity who is establishing the relationship or opening the account; the Indenture Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum or other identifying documents be provided to it.

Compensation, Reimbursement and Indemnification. The Facility Lessees agree on a joint and severable basis: (a1) The Company shall pay to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and any Facility Lessee 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, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence negligence, willful misconduct or bad faith. 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 any tax incurred without negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass Through Trust (other than any tax attributable to the Pass Through Trustee's compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass Through Trustee reimburses itself against for any claim of liability whether asserted by such tax, it will within 30 days mail a brief report setting forth the Company, a Guarantor, any Holder or any other Personcircumstances thereof to all Certificateholders as their names and addresses appear in the Register. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay agrees: (1) to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass-Through Trustee from time to time the compensation separately agreed to by the Pass-Through Trustee and the Company 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, as the Company ); and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass-Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence gross negligence, willful misconduct or bad faith. 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 any tax incurred without gross negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass-Through Trust (other than any tax attributable to the Pass-Through Trustee's compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass-Through Trustee reimburses itself against for any claim of liability whether asserted by such tax, it will within 30 days mail a brief report setting forth the Company, a Guarantor, any Holder or any other Personcircumstances thereof to all Certificateholders as their names and addresses appear in the Register. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, compensation (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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust)Trustee. Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable documented and out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, ) except any such expense or disbursement as may arise from shall have been caused by its own negligence negligence, willful misconduct or willful misconductbad faith. The Company shall indemnify the Trustee or any predecessor Trustee (and their its officers, agents, directors and employees) for, and shall hold them it harmless against, any and all loss, liability, claim, damage or expense, including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, reasonably incurred by willful misconduct or bad faith on the part of the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee so to notify the Company shall not relieve the Company of its obligations hereunder, except to the extent that the Company has been prejudiced by such failure. The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable documented and out-of-pocket expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where When the Trustee incurs expenses or renders services in connection with a bankruptcy event an Event of defaultDefault, such costs and the expenses (including the reasonable attorneys’ fees charges and expensesexpenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State, state bankruptcy, insolvency or other similar law. (d) To secure the Company’s payment obligations under this Section 7.06, the Trustee will have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on, particular Securities.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time such reasonable compensation as the Company and the Trustee shall be entitled from time to be paid, such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall ; and (c) to indemnify the Trustee or any predecessor Trustee (and their its directors, officers, agents, directors and employees) employees for, and shall to hold them harmless against, any and all loss, liabilityliability or expense incurred without loss, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against or investigating any claim or liability in connection with the exercise or performance of liability whether asserted by any of its powers or duties hereunder. As security for the Company, a Guarantor, any Holder or any other Person. (b) The performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior 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 benefit payment of principal of (and premium, if any) or interest on particular Securities. The obligations of the holders of particular Securities; and (ii) Company set forth in this Section shall survive the payment in full of all amounts due and owing hereunder and under the Securities, the termination and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where . When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in connection with a bankruptcy event of defaultSection 501(5) and (6), such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the such services are intended to constitute expenses of administration under applicable Federal any bankruptcy law or State, bankruptcy, insolvency any similar federal or other lawstate law for the relief of debtors.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay and the Servicer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTransfer and Servicing Agreement, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel (which the Indenture Trustee shall determine), claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(c) or renders services in connection (d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which ’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as . The Issuer shall cause the Company and the Trustee from time Servicer to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its Indenture Trustee’s agents, counsel counsel, accountants and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconductexperts. The Company Issuer shall cause the Servicer to indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs and expenses extent of defending itself such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee’s own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) The obligations of bad faith. When the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of a Default specified in connection subsection 5.02(d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the Purchase Contract Agent compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or and the Purchase Contract Agent shall from time to time agree in writing; (b) to promptly reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee Purchase Contract Agent in accordance with any of the provisions provision of this Indenture, Purchase Contract Agreement (including such compensation as has been agreed between the Trustee costs of collection and the Company from time to time reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its be determined by a court of competent jurisdiction to have been caused by the Purchase Contract Agent’s own gross negligence or willful misconduct. The Company shall ; and (c) to indemnify the Trustee or Purchase Contract Agent and any predecessor Trustee (Purchase Contract Agent and their officers, agents, directors respective agents and employees) representatives for, and shall to hold them harmless against, against any and all loss, liability, claimdamage, damage claim or expense, expense (including taxes, taxes (other than taxes based upon, measured by or determined by on the income of the TrusteePurchase Contract Agent), reasonably incurred by the Trustee without gross negligence or willful misconduct on its part and their part, arising out of or in connection with this Purchase Contract Agreement or the acceptance or administration or enforcement of this trustthe Purchase Contract Agent’s duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person. (bperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations provisions of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where Purchase Contract Agent, the Trustee incurs expenses termination of this Purchase Contract Agreement or renders services in connection with a the rejection of this Purchase Contract Agreement under bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder as agreed in writing between the Company and the Trustee shall be entitled to be paid, such compensation, (which compensation 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 from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances reasonably incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense Indenture or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the trust or enforcement trusts hereunder (including the reasonable compensation and the expenses and disbursements of this trustits agents and counsel), except any such expense, disbursement or advance as shall have been caused by the Trustee’s negligence, or willful misconduct; and (c) to indemnify the Trustee and its agents, officers, directors and employees for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability whether asserted or expense shall be determined to have been caused by the Company, a Guarantor, any Holder Trustee’s negligence or any other Person. (b) The willful misconduct. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of principal of, and premium or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto. To the holders extent permitted by law, any compensation or expense incurred by the Trustee (including the fees and expenses of particular Securities; and (iiits counsel) after a default specified in or pursuant to Section 5.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.06 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 6.06. The provisions of this Section 6.06 shall survive the termination satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where Trustee and shall apply with equal force and effect to the Trustee incurs expenses in its capacity as Authenticating Agent, Paying Agent or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawSecurity Registrar.

Compensation, Reimbursement and Indemnification. (a) The Company Issuer shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, 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 Issuer and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed to in writing between the Trustee and the Company Issuer from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Issuer shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, court costs, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trusttrust (including this Section), including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the CompanyIssuer, a Guarantor, any Holder or any other Person. (b) The obligations of the Company Issuer under this Section 7.06 10.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall Issuer agrees: (i) to pay to the TrusteeIndenture Trustee the Indenture Trustee Fee on a monthly basis, and the which Indenture Trustee Fee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law payable from amounts deposited in regard the Central Account pursuant to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writingServicing Agreement, for all services rendered by it the Indenture Trustee hereunder; (ii) to pay to any co-trustee appointed hereunder its reasonable and customary fee not to exceed the Indenture Trustee Fee, which fee shall be payable from amounts deposited 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 (which compensation will not be limited by any provision of law in regard Central Account pursuant to the compensation of a trustee of an express trust). Except Servicing Agreement; (iii) except as otherwise expressly provided herein, the Company will pay or to reimburse the Indenture Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Indenture Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its own be attributable to the negligence or willful misconduct. The Company shall bad faith of the Indenture Trustee; and (iv) to indemnify the Trustee or any predecessor Trustee (and their Indenture Trustee, its directors, officers, agentsemployees, directors agents and employees) "control" persons within the meaning of the 1933 Act for, and shall to hold them harmless against, any and all loss, liability, claim, damage liability or expense, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably reasonable attorney fees) incurred by the Trustee without negligence or willful misconduct bad faith on its part and their part, arising out of of, or in connection with with, the acceptance or administration or enforcement of this trusttrust (including action taken by the Indenture Trustee at the direction of any Bondholders pursuant to this Indenture, at the direction of the Servicer pursuant to Section 2.05(a) of the Servicing Agreement and pursuant to the provisions of any Loan Document) including the reasonable costs and expenses of defending itself themselves against any claim in connection with the exercise or performance of liability whether asserted any of their powers or duties hereunder, provided that: (1) with respect to any such claim, the Indenture Trustee shall have given the Issuer written notice thereof promptly after the Indenture Trustee shall have knowledge thereof; provided that failure to give such notice shall not affect the Indenture Trustee's right to indemnification hereunder, unless the Issuer's defense of such claim is materially prejudiced thereby; (2) while maintaining absolute control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and (3) notwithstanding anything to the contrary in this Section 6.07(a)(iv), the Issuer shall not be liable for settlement of any such claim by the Company, a Guarantor, any Holder or any other PersonIndenture Trustee entered into without the prior consent of the Issuer. (b) The To the extent the fees and expenses itemized in Section 6.07(a) hereof are not otherwise paid, the Indenture Trustee may pay such fees and expenses pursuant to Section 8.02(c)(ii) hereof from moneys on deposit in the Collateral Proceeds Account. (c) As security for the payment obligations of the Company Issuer pursuant to the foregoing provisions of this Section 6.07, the Issuer hereby Grants to the Indenture Trustee a lien ranking at all times senior to the lien of the Bonds with respect to which any claim of the Indenture Trustee under this Section 7.06 arose and senior to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities all other liens, if any, upon all property and funds held or collected as part of the Trust Estate for such Bonds by the Indenture Trustee in its capacity as such. The Indenture Trustee shall not (i) exercise or enforce such senior lien in any manner, except funds held in trust for the benefit of the holders of particular Securities; and or (ii) survive institute any Proceeding against the termination Issuer for any payments, reimbursements, or indemnifications to the Indenture Trustee or to enforce such lien, in either case unless (i) the Bonds have been declared due and payable following an Event of this Default pursuant to Section 5.02, (ii) such acceleration of Maturity and its consequences have not been rescinded and annulled, and (iii) moneys collected by the Indenture and resignation or removal of the TrusteeTrustee are being applied in accordance with Section 5.08. (d) Subject to the last sentence of Section 6.07(c), nothing in this Section 6.07 shall be construed to limit (except as otherwise expressly provided in subsection (c) Where of this Section 6.07) the exercise by the Indenture Trustee incurs expenses of any right or renders services remedy permitted under the Indenture or otherwise in connection with a bankruptcy the event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for Issuer's failure to pay the services are intended amounts due the Indenture Trustee pursuant to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawthis Section 6.07.

Compensation, Reimbursement and Indemnification. The Companies, jointly and severally, agree: (a) The Company shall pay to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and the Companies 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, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence negligence, willful misconduct or bad faith. 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 any tax incurred without negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass Through Trust (other than any tax attributable to the Pass Through Trustee's compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass Through Trustee reimburses itself against for any claim of liability whether asserted by such tax, it will within 30 days mail a brief report setting forth the Company, a Guarantor, any Holder or any other Personcircumstances thereof to all Certificateholders as their names and addresses appear in the Register. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer ----------------------------------------------- shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. The Issuer shall direct the Trustee Servicer to indemnify, defend and hold harmless, and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their its officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or Seller to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the Company, a Guarantor, any Holder Indenture Trustee through the Indenture Trustee's own willful misconduct or any other Personnegligence. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the TrusteePurchase Contract Agent, from time to time, compensation for all services rendered by it hereunder as the Company and the Trustee Purchase Contract Agent shall be entitled from time to be paid, such compensation, time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided for herein, the Company will pay or to reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee Purchase Contract Agent in accordance with any of the provisions provision of this Indenture, Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its be determined to have been caused by the Purchase Contract Agent’s own negligence gross negligence, willful misconduct or willful misconduct. The Company shall bad faith; and (c) to indemnify the Trustee or Purchase Contract Agent and any predecessor Trustee (Purchase Contract Agent, the Trustees and their officers, agents, directors respective agents and employees) representatives for, and shall to hold them harmless against, any and all loss, liabilityliability or expense (including, claimwithout limitation, damage damages, fines, penalties, suits, actions, demands, costs, and legal fees and expenses) incurred without gross negligence, willful misconduct or expensebad faith on their part, and further including taxes, taxes (other than taxes based upon, measured by or determined by the income of the TrusteePurchase Contract Agent or the Trustees) related to, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s or enforcement of this trustthe Trustees’ duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person. (bperson) 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 7.07. The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction and discharge of the Equity Linked Securities and the termination for any reason of this Agreement. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Purchase Contract Agent shall have a lien prior to that of the Securities upon all property and funds held or collected by the Trustee Purchase Contract Agent as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer ----------------------------------------------- shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. The Issuer shall direct the Trustee Servicer to indemnify, defend and hold harmless, and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their its officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the Company, a Guarantor, any Holder Indenture Trustee through the Indenture Trustee's own willful misconduct or any other Person. (b) negligence. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.7 shall survive the termination discharge of this Indenture and or earlier ----------- resignation or 42 removal of the Indenture Trustee. (c) Where . When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.2(c) or renders services in connection (d) with a bankruptcy event of default-------------- --- respect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Servicer's payment obligations pursuant to this Section 6.7 shall be subject to the provisions of Section 12.16. ----------- -------------

Compensation, Reimbursement and Indemnification. (a) The Company shall pay Trustee agrees: (i) to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensationout of the Trust Estate to the Trustee in its individual capacity in accordance with the terms hereof, the Trustee Fee for all services rendered by it hereunder in the ordinary course of the administration of the Trust other than services described in clause (b) below (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except ii) except as otherwise expressly provided herein, after the Company will pay occurrence of an Event of Default, to reimburse, or reimburse cause to be reimbursed from monies on deposit in the Accounts, the Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any provision of this Trust Agreement relating to the administration of that portion of the provisions of this Indenture, including such compensation as has been agreed between Trust by the Trustee and which is the Company from time to time subject of an Event of Default (including the reasonable compensation and the expenses and disbursements of its such agents, representatives, servicers, experts and counsel as the Trustee may reasonably employ in connection with the exercise and performance of all Persons not regularly its powers and duties in its employconnection therewith, including counsel for purposes of §6.02(c)), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence gross negligence, willful misconduct or bad faith; provided that it is understood and agreed that the Trustee shall have a lien prior to the Note and the Residual Certificates upon funds held in the Accounts for such permitted costs and expenses. (b) Any Opinion of Counsel which is requested by the Trustee shall be delivered at the expense of the Trust and paid in accordance with the terms and provisions of §6.06(a)(ii). (c) All Uniform Commercial Code filings described in §§7.03 and 12.11(b) shall be made by the Servicer at the expense of the Trust. Upon written request for reimbursement, the Trust shall promptly reimburse such amounts to the Servicer. (d) In addition, the Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Note and Residual Trust Certificates upon, all property and funds held or collected by the Trustee in its capacity as Trustee for any tax incurred without gross negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustthe Trust (other than any tax attributable to the Trustee’s compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Trustee reimburses itself against for any claim of liability whether asserted by such tax it will within 30 days mail a brief report setting forth the Company, a Guarantor, any Holder or any other Personcircumstances thereof to all Noteholders and Residual Certificateholders as their names and addresses appear in the Register. (be) The obligations Trustee and any director, officer, employee or agent of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) shall be secured by a lien prior to that of the Securities upon all property and funds held or collected indemnified by the Trustee as suchBorrowers, except funds the Servicer, and the Trust Estate and held in trust for the benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation harmless against any claim, loss, liability or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses expense (including reasonable attorneys’ fees and expenses) incurred in connection with any breach of this Trust Agreement by any other party hereto, and any claim or legal action, including any pending or threatened claim or legal action relating to the acceptance or administration of its trusts and duties hereunder or the Note and Residual Trust Certificates, other than (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee in the normal course of the Trustee’s performing its routine duties unrelated to such breach or default in accordance with any of the provisions hereof, (iii) any expense or liability specifically required to be borne by the Trustee pursuant to the terms hereof, or (iv) any claim, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder (subject to § 6.01(c) herein) or by reason of reckless disregard of its obligations and duties hereunder or by reason of its failure to use ordinary care in receiving, handling or disbursing funds The provisions of this §6.06(e) survive the termination of this Trust Agreement or the resignation or removal of the Trustee hereunder. (f) It is understood and agreed by the Residual Certificateholders, the Borrowers and the compensation for Noteholder that the services are intended to constitute payment of the compensation, fees and expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawthe Trustee pursuant to the terms and conditions of this §6.06 shall have the right of payment prior to the payments hereunder to the Noteholder and Residual Certificateholders.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to Indenture Trustee from time to time reasonable compensation for all services rendered by Indenture Trustee as shall be agreed in writing by the Trustee, Servicer and the Indenture Trustee shall be entitled to be paid, such compensation, and the Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indentureit, including such costs of collection, in addition to the compensation as has been agreed between for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of Indenture Trustee’s agents, counsel, accountants and experts. Issuer shall direct Servicer to indemnify, defend and hold harmless, and Servicer shall indemnify Indenture Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or Transferor to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. Indenture Trustee shall notify Issuer and Servicer promptly of any claim for which it may seek indemnity. Failure by Indenture Trustee to so notify Issuer and Servicer of a claim of which a Responsible Officer has received written notice shall not relieve Issuer or Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. Servicer shall defend any claim against Indenture Trustee, Indenture Trustee may have separate counsel and, if it does, Servicer shall pay the fees and expenses of defending itself such counsel. The Servicer will not be liable for any settlement of any claim or action effected without its prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Neither Issuer nor Servicer need reimburse any expense or indemnify against any claim loss, liability or expense determined by a court of liability whether asserted competent jurisdiction to have been caused by the Company, a Guarantor, any Holder Indenture Trustee through Indenture Trustee’s own willful misconduct or any other Person. (b) The negligence. Servicer’s payment obligations of the Company under to Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.7 shall survive the termination discharge of this Indenture and or earlier resignation or removal of the Indenture Trustee. (c) Where the . When Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.2(c) or renders services in connection 5.2(d) with a bankruptcy event of defaultrespect to Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. To secure Servicer’s and Issuer’s payment obligations in this Section 6.7, Indenture Trustee shall have a lien prior to the Notes on all money or property held or collected by Indenture Trustee, in its capacity as Indenture Trustee, except money or property held in trust to pay principal of, or interest on, the Notes.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the Company, a Guarantor, any Holder or any other Person. (b) The obligations of the Company under this Section 7.06 8.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall Issuer agrees: (i) to pay or cause the Servicer to pay the Trustee, and the Indenture Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the reasonable compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in under this Indenture and the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (Indenture Supplements, which compensation will not be limited by any provision of law in regard to regarding the compensation of a trustee of an express trust). Except ; (ii) except as otherwise expressly provided hereinin this Indenture, to reimburse or cause the Company will pay or Servicer to reimburse the Indenture Trustee upon on its request for all reasonable expenses expenses, disbursements, and disbursements advances incurred or made by the Indenture Trustee in accordance with any of pursuant to this Indenture and the provisions of this IndentureIndenture Supplements, including such compensation as has been agreed between all costs and expenses incurred by the Indenture Trustee exercising any remedies under this Indenture and the Company from time to time reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement, or disbursement as may arise from advance to the extent attributable to its own willful misconduct, negligence or willful misconduct. The Company shall bad faith); and (iii) to indemnify or cause the Servicer to indemnify the Trustee or any predecessor Trustee (and their Indenture Trustee, its officers, agentsdirectors, directors and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claim, damage or expense, including taxesdamage, other than taxes based uponor injury suffered or sustained without willful misconduct, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and or their part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself or them against any claim or liability from the exercise or performance of liability whether asserted any of its powers or duties under this Indenture except with respect to expenses arising or resulting from taxes imposed on the Indenture Trustee in connection with fees earned by it pursuant to this Indenture. If, on any date when a fee is payable to the CompanyIndenture Trustee pursuant to this Indenture, a Guarantorsufficient funds are not available for its payment, any Holder or any other Personportion of a fee not paid will be deferred and payable, together with compensatory interest (at a rate not to exceed the federal funds rate), on the next date on which a fee is payable and sufficient funds are available. (b) The Issuer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) will survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(iii) or renders services in connection (iv) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal United States federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company shall Issuer agrees: (i) to pay or cause the Servicer to pay the Trustee, and the Indenture Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the reasonable compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it in under this Indenture and the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (Indenture Supplements, which compensation will not be limited by any provision of law in regard to regarding the compensation of a trustee of an express trust). Except ; (ii) except as otherwise expressly provided hereinin this Indenture, to reimburse or cause the Company will pay or Servicer to reimburse the Indenture Trustee upon on its request for all reasonable expenses expenses, disbursements, and disbursements advances incurred or made by the Indenture Trustee in accordance with any of pursuant to this Indenture and the provisions of this IndentureIndenture Supplements, including such compensation as has been agreed between all costs and expenses incurred by the Indenture Trustee exercising any remedies under this Indenture and the Company from time to time reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement, or disbursement as may arise from advance to the extent attributable to its own willful misconduct, negligence or willful misconduct. The Company shall bad faith); and (iii) to indemnify the Trustee or any predecessor Trustee (and their Indenture Trustee, its officers, agentsdirectors, directors and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claim, damage or expense, including taxesdamage, other than taxes based uponor injury suffered or sustained without willful misconduct, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim or liability from the exercise or performance of liability whether asserted by any of its powers or duties under this Indenture. If, on any date when a fee is payable to the CompanyIndenture Trustee pursuant to this Indenture, a Guarantorsufficient funds are not available for its payment, any Holder or any other Personportion of a fee not paid will be deferred and payable, together with compensatory interest (at a rate not to exceed the federal funds rate), on the next date on which a fee is payable and sufficient funds are available. (b) The Issuer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) will survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(iii) or renders services in connection (iv) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal United States federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay agrees: to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and the Company 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, as the Company ); and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence negligence, willful misconduct or bad faith. 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 any tax incurred without negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass Through Trust (other than any tax attributable to the Pass Through Trustee's compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass Through Trustee reimburses itself against for any claim of liability whether asserted by such tax, it will within 30 days mail a brief report setting forth the Companycircumstances thereof to all Certificateholders as their names and addresses appear in the Register. Corporate Trustee Required; Eligibility. There shall at all times be a Pass Through Trustee hereunder which (a) shall be, at any time that the Certificates shall be subject to the Trust Indenture Act, a Guarantor, any Holder or any other Person. Person eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and (b) The obligations shall be a corporation organized and doing business under the laws of the Company United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by Federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Pass Through Trustee shall cease to be eligible in accordance with the provisions of clause (a) of this Section 7.06 at a time when it is required to compensate be so qualified, it shall resign immediately in the manner and indemnify with the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held effect hereinafter specified in trust for the benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the TrusteeArticle. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own gross negligence or willful misconduct. The Company shall ; and (3) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without gross negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly (but no later than ten days following service) notify the Company in writing, enclosing a copy of all papers served. All counsel employed to defend the Trustee against any such claim shall be retained directly by the Trustee, subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. The Trustee, either directly or through its counsel, shall inform the Company on a Guarantor, timely basis as to the progress of any Holder or claim for which the Trustee is entitled to indemnification hereunder. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse any settlement agreed to without its written consent, which consent shall not be unreasonably withheld. In the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where event the Trustee incurs expenses or renders services in connection with a bankruptcy any proceedings which result from the occurrence or continuance of an Event of Default under Section 9.01(5) or 9.01(6), or from the occurrence of any event which, solely by virtue of defaultthe passage of time, would become such costs an Event of Default, the expenses so incurred and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services so rendered are intended to constitute expenses of administration under applicable Federal the United States Bankruptcy Code or State, bankruptcy, insolvency equivalent law. The provisions of this Section shall survive the resignation or other lawremoval of the Trustee and the termination of this Indenture.

Compensation, Reimbursement and Indemnification. The Lessee agrees: (a) The Company shall pay to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and the Lessee 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, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence negligence, willful misconduct or bad faith. 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 any tax incurred without negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass Through Trust (other than any tax attributable to the Pass Through Trustee’s compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass Through Trustee reimburses itself against for any claim of liability whether asserted by the Companysuch tax, it will within 30 days mail a Guarantor, any Holder or any other Person. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust brief report setting for the benefit of circumstances thereof to all Certificateholders as their names and addresses appear in the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the TrusteeRegister. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee; the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. The Servicer need not reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(d) or renders services in connection (e) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Servicer's payment obligations pursuant to this Section shall be subject to the provisions of Section 12.16. The obligations of the Servicer under this Section 6.07 shall survive the resignation and removal of the Indenture Trustee, termination of the initial Servicer and payment of the Notes, and shall extend to any co-trustee or separate-trustee appointed pursuant to this Article VI. To the extent the amounts payable by the Servicer to the Indenture Trustee pursuant ton this Section 6.07 are not paid, such amounts will be paid to the Indenture Trustee in accordance with Section 4.05 (a)(i) of the Indenture Supplement.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay and the Servicer shall pay to the Trustee, and the Indenture Trustee from time to time such compensation for its services as shall be entitled to be paid, such compensation, which agreed upon in writing. The Indenture Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTransfer and Servicing Agreement, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel (which the Indenture Trustee shall determine), claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Personbad faith. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees to pay to the Trustee, and the Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law in regard to the Warrant Agent reasonable compensation of a trustee of an express trust, as the Company and the Trustee from time to time may agree in writing, for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Warrant Agent, to reimburse the Warrant Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of the trusts hereby created this Agreement and in the exercise and performance of any of the powers and its duties hereunder of the Trustee (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconducthereunder. The Company shall covenants and agrees to indemnify and to hold the Trustee Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any predecessor Trustee (claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and their officers, agents, directors and employees) foragreement does not extend to, and the Warrant Agent shall hold them harmless againstnot be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined in final non-appealable judgment of a court of competent jurisdiction). The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary, any and all lossliability (except in the case of liability that directly arises from the Warrant Agent’s bad faith, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without gross negligence or willful misconduct on in its part and arising out performance hereunder, as determined in final non-appealable judgment of or in connection with a court of competent jurisdiction) of the acceptance or administration or enforcement Warrant Agent under this Agreement will be limited to the amount of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted annual fees paid by the CompanyCompany to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Anything to the contrary notwithstanding, a Guarantorin no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any Holder or any other Person. kind whatsoever (b) The obligations including, without limitation, lost profits), even if the Warrant Agent has been advised of the Company under this Section 7.06 to compensate likelihood of such loss or damages, and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that regardless of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit form of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trusteeaction. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the TrusteePurchase Contract Agent, from time to time, compensation for all services rendered by it hereunder as the Company and the Trustee Purchase Contract Agent shall be entitled from time to be paid, such compensation, time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided for herein, the Company will pay or to reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee Purchase Contract Agent in accordance with any of the provisions provision of this Indenture, Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its be determined to have been caused by the Purchase Contract Agent’s own negligence gross negligence, willful misconduct or willful misconduct. The Company shall bad faith; and (c) to indemnify the Trustee or Purchase Contract Agent and any predecessor Purchase Contract Agent, the Trustee (and their officers, agents, directors respective agents and employees) representatives for, and shall to hold them harmless against, any and all loss, liabilityliability or expense (including, claimwithout limitation, damage damages, fines, penalties, suits, actions, demands, costs, and legal fees and expenses) incurred without gross negligence, willful misconduct or expensebad faith on their part, and further including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Purchase Contract Agent or the Trustee) related to, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s or enforcement of this trustthe Trustee’s duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person. (bperson) 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 7.07. The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction and discharge of the Equity Linked Securities and the termination for any reason of this Agreement. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Purchase Contract Agent shall have a lien prior to that of the Securities upon all property and funds held or collected by the Trustee Purchase Contract Agent as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any 52 60 claim against the Indenture Trustee; the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. The Servicer need not reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.07 shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in subsection 5.02(d) or renders services in connection (e) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Servicer's payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 12.16.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Receivables Purchase Agreement, the Issuer shall direct the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as . The Issuer shall cause the Company and the Trustee from time Servicer to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including reasonable costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and reasonable expenses, disbursements and advances of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its Indenture Trustee's agents, counsel counsel, accountants and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconductexperts. The Company Issuer shall cause the Servicer to indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, expense reasonably incurred by the Indenture Trustee without negligence or willful misconduct on its part and arising out (including the reasonable fees of or counsel) in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs and expenses extent of defending itself such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) The obligations of bad faith. When the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in connection Section 5.01(b) with a bankruptcy event of defaultrespect to the Issuer, such costs and --------------- the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder as agreed in writing between the Company and the Trustee shall be entitled to be paid, such compensation, (which compensation 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 from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances reasonably incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense Indenture or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the trust or enforcement trusts hereunder (including the reasonable compensation and the expenses and disbursements of this trustits agents and counsel), except any such expense, disbursement or advance as shall have been caused by the Trustee’s negligence, or willful misconduct; and (c) to indemnify the Trustee and its agents, officers, directors and employees for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, claim, damage, liability whether asserted or expense shall be determined to have been caused by the Company, a Guarantor, any Holder Trustee’s negligence or any other Person. (b) The willful misconduct. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of principal of, and premium or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto. To the holders extent permitted by law, any compensation or expense incurred by the Trustee (including the fees and expenses of particular Securities; and (iiits counsel) after a default specified in or pursuant to Section 5.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.06 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 6.06. The provisions of this Section 6.06 shall survive the termination satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where Trustee and shall apply with equal force and effect to the Trustee incurs expenses in its capacity as Authenticating Agent, Paying Agent or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawSecurity Registrar.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own gross negligence or willful misconduct. The Company shall ; and (c) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without gross negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly (but no later than 10 days following service) notify the Company in writing, enclosing a copy of all papers served. All counsel employed to defend the Trustee against any such claim shall be retained directly by the Trustee, subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. The Trustee, either directly or through its counsel, shall inform the Company on a Guarantor, timely basis as to the progress of any Holder or claim for which the Trustee is entitled to indemnification hereunder. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse any settlement agreed to without its written consent, which consent shall not be unreasonably withheld. In the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where event the Trustee incurs expenses or renders services in connection with a bankruptcy any proceedings which result from the occurrence or continuance of an Event of Default under Section 9.01(e) or 9.01(f), or from the occurrence of any event which, solely by virtue of defaultthe passage of time, would become such costs an Event of Default, the expenses so incurred and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services so rendered are intended to constitute expenses of administration under applicable Federal the United States Bankruptcy Code or State, bankruptcy, insolvency equivalent law. The provisions of this Section shall survive the resignation or other lawremoval of the Trustee and the termination of this Indenture.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Master Indenture (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its Indenture Trustee’s agents, counsel counsel, accountants and of all Persons not regularly in its employexperts. Pursuant to the Transfer and Servicing Agreement, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company the Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee; the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. The Servicer need not reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee’s own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer’s payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Master Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(d) or renders services in connection (e) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, State bankruptcy, insolvency or other similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Servicer’s payment obligations pursuant to this Section shall be subject to the provisions of Section 12.16.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Trust shall direct the Servicer to pay and the Servicer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTransfer and Servicing Agreement, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Trust shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel (which the Indenture Trustee shall determine), claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Trust and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Trust and the Servicer shall not relieve the Trust or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Trust nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Servicer's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(c) or renders services in connection (d) with a bankruptcy event of defaultrespect to the Trust, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indentureit, including such costs of collection, in addition to the compensation as has been agreed between for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of Indenture Trustee's agents, counsel, accountants and experts. Issuer shall direct Servicer to indemnify, defend and hold harmless, and Servicer shall indemnify Indenture Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or Transferor to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. Indenture Trustee shall notify Servicer promptly of any claim for which it may seek indemnity. Failure by Indenture Trustee to so notify Servicer of a claim of which a Responsible Officer has received written notice shall not relieve Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. Servicer shall defend any claim against Indenture Trustee. Indenture Trustee may have separate counsel and, if it does, Servicer shall pay the fees and expenses of defending itself such counsel. Servicer will not be liable for any settlement of any claim or action effected without its prior written consent, which will not be unreasonably withheld. Neither Issuer nor Servicer need reimburse any expense or indemnify against any claim loss, liability or expense determined by a court of liability whether asserted competent jurisdiction to have been caused by Indenture Trustee through Indenture Trustee's own fraud, willful misconduct or negligence. Servicer's payment obligations to Indenture Trustee pursuant to this Section 6.07 shall survive the Company, a Guarantor, any Holder or any other Person. (b) The obligations discharge of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay Indenture or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and earlier resignation or removal of the Indenture Trustee. (c) Where the . When Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(c) or renders services in connection 5.02(d) with a bankruptcy event of defaultrespect to Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. To secure Servicer's and Issuer's payment obligations in this Section 6.07, Indenture Trustee shall have a lien prior to the Notes on all money or property held or collected by Indenture Trustee, in its capacity as Indenture Trustee, except money or property held in trust to pay principal of, or interest on, the Notes.

Compensation, Reimbursement and Indemnification. (a) The Company shall covenants and agrees to pay to the Trustee, Purchase Contract Agent from time to time and the Trustee Purchase Contract Agent shall be entitled to be paidto, such compensation, which compensation as shall not be limited by any provision of law agreed to in regard to the compensation of a trustee of an express trust, as writing between the Company and the Trustee from time to time may agree in writing, for all services rendered by it in the execution of the trusts hereby created Purchase Contract Agent and in the exercise and performance of any of the powers and duties hereunder of the Trustee (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will covenants and agrees to pay or reimburse the Trustee Purchase Contract Agent and each predecessor Purchase Contract Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee or on behalf of it in accordance with any of the provisions of this Indenture, Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all agents and other Persons not regularly in its employ, ) except any such expense expense, disbursement or disbursement advance as may arise from its own gross negligence or willful misconduct. The Company shall also covenants to indemnify the Trustee or any Purchase Contract Agent and each predecessor Trustee (and their officers, agents, directors and employees) Purchase Contract Agent for, and shall to hold them it harmless against, any and all loss, liability, claimdamage, damage claim or expense, including taxes, taxes (other than taxes based upon, measured by or determined by on the income of the TrusteePurchase Contract Agent), reasonably incurred by the Trustee without gross negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustAgreement and its duties hereunder, including the reasonable costs and expenses of defending itself against or investigating any claim or liability in the premises. As security for the performance of liability whether asserted by the Company, a Guarantor, any Holder or any other Person. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Purchase Contract Agent shall have a lien claim prior to that of the Securities upon all property and funds held or collected by the Trustee Purchase Contract Agent as such. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, except funds held in trust for the benefit directors, employees, agents, attorneys, custodians, successors and assigns. The obligations of the holders of particular Securities; Agreement under this Section 8.07 to compensate and (ii) indemnify the Purchase Contract Agent and each predecessor Purchase Contract Agent and to pay or reimburse the Purchase Contract Agent and each predecessor Purchase Contract Agent for expenses, disbursements and advances shall survive the termination satisfaction and discharge of this Indenture and Agreement or the resignation or removal of the Trustee. Purchase Contract Agent. If the Purchase Contract Agent incurs any expenses, or if the Purchase Contract Agent is entitled to any compensation for services rendered (c) Where the Trustee incurs including fees and expenses or renders services of its agent and counsel), in each case, in connection with the performance of its obligations under this Agreement after the occurrence of a bankruptcy event of defaultBankruptcy Event, then any such costs and expenses (including reasonable attorneys’ fees and expenses) and the or compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawBankruptcy Laws.

Compensation, Reimbursement and Indemnification. (a) The Company Issuer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided hereinotherwise in this Indenture, the Company will pay or Issuer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it in connection with the Trustee discharge of its obligations hereunder, including costs of collection, in accordance with any addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee’s agents, including such compensation as has been agreed between the Trustee counsel, accountants and experts. The Issuer, EDS and the Company from time to time Servicer, jointly and the expenses and disbursements of its agentsseverally, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Indenture Trustee or any predecessor Trustee (and their its officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or a Seller to pay when due any sales, excise, transfer or personal property taxes relating to the reasonable costs Collateral. The Indenture Trustee shall notify the Issuer, EDS and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer, EDS and the Servicer shall not relieve the Issuer, EDS or the Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. The Issuer, EDS and the Servicer, jointly and severally, shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Issuer, EDS and the Servicer, jointly and severally, shall pay the fees and expenses of defending itself such counsel. None of the Issuer, EDS nor the Servicer shall have any obligation to reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee’s own willful misconduct, a Guarantorbad faith or negligence. The Issuer’s, any Holder or any other Person. (b) The EDS’ and the Servicer’s payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.7 shall survive the termination discharge of this Indenture and or earlier resignation or removal of the Indenture Trustee. (c) Where . When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.1(f) or renders services 5.1(g) with respect to the Issuer, EDS or the Servicer in connection with a bankruptcy event discharge of defaultits duties hereunder, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. To secure the Issuer’s, EDS’ and the Servicer’s payment obligations in this Section 6.7, the Indenture Trustee shall have a lien prior to the Notes on all money or property held or collected by the Indenture Trustee, in its capacity as Indenture Trustee, except money or property held in trust to pay principal of, or interest on, the Notes.

Compensation, Reimbursement and Indemnification. (a) The Company Issuer shall pay to the Indenture Trustee, the Note Administrator, the Certificate Trustee and the Certificate Administrator, from time to time, reasonable compensation for all services rendered by the Indenture Trustee, the Note Administrator, the Certificate Trustee shall be entitled to be paidand the Certificate Administrator, such compensationas applicable, under the Transaction Documents or the Pass-Through Trust Agreement, as applicable (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided hereinThe Issuer shall reimburse the Indenture Trustee, the Company will pay Note Administrator, the Certificate Trustee or reimburse the Trustee upon its request Certificate Administrator for all of their respective reasonable out-of-pocket expenses and disbursements incurred or made by made, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee’s, including such compensation as has been agreed between the Trustee Note Administrator’s, the Certificate Trustee’s and the Company from time to time and the expenses and disbursements of its Certificate Administrator’s agents, counsel counsel, accountants and of all Persons not regularly in its employexperts, except any such expense expense, disbursement or disbursement advance as may arise from its own negligence the such parties’ negligence, willful misconduct or willful misconductbad faith. The Company Issuer shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) forindemnify, and shall hold them harmless againstcause CSG, LLC to indemnify, each of the Indenture Trustee, the Note Administrator, the Certificate Trustee and the Certificate Administrator and their respective officers, directors, agents and employees against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of their duties under the Transaction Documents or the Pass-Through Trust Agreement, including as applicable. Each of the reasonable costs Indenture Trustee, the Note Administrator, the Certificate Trustee and the Certificate Administrator shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by any such party to so notify the Issuer shall not relieve the Issuer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. The Indenture Trustee, the Note Administrator, the Certificate Trustee and the Certificate Administrator may have separate counsel and, if they do, the Issuer shall pay the fees and expenses of defending itself against any claim such counsel. The amount of liability whether asserted by compensation, reimbursement and indemnification due to the CompanyIndenture Trustee and the Note Administrator shall be as set forth in each Indenture Supplement. The Issuer’s payment obligations to the Indenture Trustee, a Guarantorthe Note Administrator, any Holder or any other Person. (b) The obligations of the Company under Certificate Trustee and the Certificate Administrator, as the case may be pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.07 shall survive the termination discharge of this Indenture. When the Indenture and resignation Trustee, the Note Administrator, the Certificate Trustee or removal of the Trustee. (c) Where the Trustee Certificate Administrator incurs expenses after the occurrence of a Default specified in subsection 5.02(d) or renders services in connection (e) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Sections 12.14 and 12.15.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall to hold them it harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, the Trustee shall promptly (but no later than ten days following service) notify the Company in writing, enclosing a copy of all papers served. All counsel employed to defend any such claim shall be retained directly by the Company and may serve as counsel to the Company, the Guarantor and/or one or more Trustees. Absent a conflict of interest, the Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. A Trustee entitled to indemnification may, in addition to counsel engaged by the Company, a Guarantor, any Holder or engage counsel to represent such Trustee at its sole expense. Notwithstanding any other Person. (b) The obligations provision of this Indenture, the Company under this Section 7.06 to compensate and indemnify the Trustee and shall not be liable to pay or reimburse any settlement agreed to without its written consent. In the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where event the Trustee incurs expenses or renders services in connection with a bankruptcy any proceedings which result from the occurrence or continuance of an Event of Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any event which, solely by virtue of defaultthe passage of time, would become such costs an Event of Default, the expenses so incurred and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services so rendered are intended to constitute expenses of administration under applicable Federal the United States Bankruptcy Code or State, bankruptcy, insolvency or other equivalent law.

Compensation, Reimbursement and Indemnification. The Guarantor agrees: (a1) The Company shall to pay to the Trustee, and the Trust Preferred Guarantee Trustee shall be entitled from time to be paid, time such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Securities Guarantee (including the costs of collection, and the compensation, expenses, advances and disbursements of the provisions of this IndentureTrust Preferred Guarantee Trustee’s counsel, accountants and experts), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, damage, claim, liability or expense (including such compensation as has been agreed between the Trustee and the Company from time to time and the reasonable compensation, expenses and disbursements of its agents, counsel the Trust Preferred Guarantee Trustee’s agents and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employeescounsel) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust created hereunder or enforcement the performance of this trusttheir duties hereunder, including but not limited to the costs and expenses (including the reasonable costs compensation, expenses and expenses disbursements of the Trust Preferred Guarantee Trustee’s agents and counsel) of defending itself against against, or investigating, any claim or liability in connection with the exercise or performance of liability whether asserted by any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the Company, a Guarantor, any Holder or any other Person. (b) termination of this Trust Preferred Securities Guarantee. The obligations of the Company Guarantor under this Section 7.06 shall not be subordinate to compensate and indemnify the payment of Senior Indebtedness pursuant to Section 6.1. As security for the performance of those obligations, the Trust Preferred Guarantee Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Trust Preferred Securities upon all property and funds held or collected by the Trust Preferred Guarantee Trustee as such, except funds held in trust for the benefit payment of the holders principal of (or premium, if any) or any interest on particular Trust Preferred Securities; and (ii) . The obligations of the Guarantor under this Section shall survive the termination removal or resignation of the Trust Preferred Guarantee Trustee and the satisfaction and discharge of this Indenture and resignation or removal of the TrusteeTrust Preferred Securities Guarantee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to any Indenture Supplement, the Issuer shall pay direct the payment to the Trustee, and the Indenture Trustee from time to time of such compensation for its services as shall be entitled to be paid, such compensation, which agreed upon in writing. The Indenture Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company . The Issuer and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including in connection with notices or other communications to the Trustee Noteholders, costs of collection and enforcement, in accordance with any addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee’s agents, including such compensation as has been agreed between the Trustee counsel, accountants and experts. The Issuer and the Company from time to time Servicer shall jointly and severally indemnify U.S. Bank National Association (in each of its capacities under this Indenture and the expenses Transaction Documents) and disbursements of its agentsdirectors, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agentsemployees and agents (each, directors and employeesan “Indemnified Party”) for, and shall hold them harmless against, against any and all loss, liability, claim, damage action, suit, damage, tax, penalty, cost, disbursement or expense, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably reasonable attorney’s fees and expenses) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trust, trust and the performance of its duties hereunder and under the other Transaction Documents and including the reasonable costs and expenses of any such amount incurred by an Indemnified Party in connection with (x) defending itself against any claim, legal action or proceeding and (y) the enforcement by it of any obligation of any party related to the Transaction Documents, including any action, claim, or proceeding commenced by it to enforce the indemnification obligations of the Issuer and the Servicer. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim of liability whether asserted for which it may seek indemnity. Failure by the CompanyIndenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee determined by a Guarantor, any Holder court of competent jurisdiction to have been caused by the Indenture Trustee’s own negligence or any other Personwillful misconduct. (b) The Issuer’s and Servicer’s payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) 6.7 shall survive the termination satisfaction and discharge of this Indenture and or the resignation or removal of the Indenture Trustee. (c) Where . When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.2(a) or renders services in connection (b) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or StateInsolvency Law. (c) To the extent that any amounts due and owing to the Indenture Trustee are not paid pursuant to the Indenture Supplement within thirty (30) days of demand therefor by the Indenture Trustee, bankruptcy, insolvency or other lawsuch obligation shall be payable by and are hereby agreed to be the obligation of USCC.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder as agreed in writing between the Company and the Trustee shall be entitled to be paid, such compensation, (which compensation 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 from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances reasonably incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense Indenture or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the trust or enforcement trusts hereunder (including the reasonable compensation and the expenses and disbursements of this trustits agents and counsel), except any such expense, disbursement or advance as shall have been caused by the Trustee’s negligence, bad faith or willful misconduct; and (c) to indemnify the Trustee and its agents, officers, directors and employees for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, claim, damage, liability whether asserted or expense shall be determined to have been caused by the CompanyTrustee’s negligence, a Guarantor, any Holder bad faith or any other Person. (b) The willful misconduct. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of principal of, and premium or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto. To the holders extent permitted by law, any compensation or expense incurred by the Trustee (including the fees and expenses of particular Securities; and (iiits counsel) after a default specified in or pursuant to Section 5.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.06 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 6.06. The provisions of this Section 6.06 shall survive the termination satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where Trustee and shall apply with equal force and effect to the Trustee incurs expenses in its capacity as Authenticating Agent, Paying Agent or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawSecurity Registrar.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses incurred or made by it (including without limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and disbursements advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this IndentureIndenture (including any expenses incurred pursuant to SECTION 5.05 and SECTION 5.06) , including such compensation as has been agreed between any of the Trustee Transaction Documents or any Series Enhancement. Such expenses shall include the reasonable fees and out-of-pocket expenses, disbursements and advances of the Company from time to time and the expenses and disbursements of its Indenture Trustee's agents, counsel any co-trustee, counsel, accountants and of all Persons not regularly in its employexperts, except any such expense expense, disbursement or disbursement advance as may arise from its own negligence or willful misconductbad faith and except as concerning fees of the Servicer if and at such time as the Indenture Trustee is acting as the Successor Servicer in accordance with the terms of the Transfer and Servicing Agreement. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the reasonable fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee; PROVIDED, HOWEVER, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Personbad faith. (b) The Servicer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture; provisions of this Section regarding the reimbursement and indemnification of the Company under this Section 7.06 to compensate and indemnify the Indenture Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination of this Indenture resignation and resignation or removal of the Trustee. (c) Where Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in SECTION 5.02(d) or renders services in connection (e) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. (c) Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Servicer's payment obligations pursuant to this SECTION 6.07 shall be subject to the provisions of SECTION 11.17.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee (and their respective officers, agents, directors and employees) employees for, and shall to hold them harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably expense incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly (but no later than ten days following service) notify the Company in writing, enclosing a copy of all papers served. Upon receipt of such notice from the Trustee, the Company shall be entitled to participate in such action, suit or proceeding and, to the extent that it shall so desire, assume the defense thereof. The Trustee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the CompanyTrustee unless (a) the Company hereafter agrees in writing to pay such fees and expenses, a Guarantor, any Holder or any other Person. (b) The obligations the Trustee, based on the written advice of counsel of its selection, has reasonably concluded that there is a conflict of interest between the Company and the Trustee in the conduct of the defense of such action, suit or proceeding or (c) the Company under fails, within ten (10) days prior to the date the first response or appearance is required to be made in such action, suit or proceeding, to assume the defense thereof. Notwithstanding any other provision of this Section 7.06 Indenture, the Company shall not be liable to compensate and indemnify pay any settlement agreed to without its written consent. In the event the Trustee incurs expenses or renders services in any proceedings which result from the occurrence or continuance of an Event of Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any event which, solely by virtue of the passage of time, would become such an Event of Default, the expenses so incurred and compensation for services so rendered are intended to pay constitute expenses of administration under the United States Bankruptcy Code or reimburse the equivalent law. The Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the holders Holders of particular Securities; and (ii) . The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the TrusteeIndenture. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall covenants and agrees to pay to the TrusteePurchase Contract Agent and the Custodian from time to time, and the Trustee Purchase Contract Agent and the Custodian shall be entitled to be paidto, such compensationcompensation as shall be agreed to in writing between the Company, which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trustPurchase Contract Agent and the Custodian, as and the Company covenants and the Trustee from time agrees to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee Purchase Contract Agent, each predecessor Purchase Contract Agent, the Custodian and each predecessor Custodian upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee or on behalf of it in accordance with any of the provisions of this Indenture, Agreement or the Custodial Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all agents and other Persons not regularly in its employ, ) except any such expense expense, disbursement or disbursement advance as may arise from its own gross negligence or willful misconductbad faith. The Company shall also covenants to indemnify the Trustee or any Purchase Contract Agent, each predecessor Trustee (Purchase Contract Agent, the Custodian and their officers, agents, directors and employees) each predecessor Custodian for, and shall to hold each of them harmless against, any and all loss, liability, claimdamage, damage claim (whether asserted by the Company, any Holder or any other Person) or expense, including taxes, taxes (other than taxes based upon, measured by or determined by on the income of the TrusteePurchase Contract Agent or the Custodian), reasonably incurred by the Trustee without gross negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustAgreement or the Custodial Agreement, as the case may be, and their duties hereunder or thereunder, including the reasonable costs and expenses of defending itself against or investigating any claim or liability (regardless of liability whether asserted such claim is brought by the Company, a Guarantor, any Holder Company or any other Person. third party). The provisions of this Section 9.07 shall survive the resignation or removal of the Purchase Contract Agent or the Custodian and the termination of this Agreement or the Custodial Agreement. If the Purchase Contract Agent or the Custodian incurs any expenses, or if the Purchase Contract Agent or the Custodian is entitled to any compensation for services rendered (b) The including fees and expenses of its agent and counsel), in each case, in connection with the performance of its obligations under this Agreement or the Custodial Agreement, as the case may be, after the occurrence of a Bankruptcy Event, then any such expenses or compensation are intended to constitute expenses of administration under applicable Bankruptcy Laws. As security for the performance of the obligations of the Company under this Section 7.06 to compensate the Purchase Contract Agent and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Custodian shall have a lien prior to that of the Securities Holders upon all property and funds held or collected by the Trustee Purchase Contract Agent or the Custodian as such, except funds or property held in trust for payment to the benefit of the holders Holders of particular Securities; . The Company acknowledges and (ii) survive agrees that the termination Custodian is intended to be a third party beneficiary of this Indenture Agreement with respect to this Section 9.07 and resignation or removal shall be entitled to enforce the provisions of the Trusteethis Section 9.07 in all respects as if it had been named as an original party to this Agreement. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the TrusteePurchase Contract Agent, from time to time, compensation for all services rendered by it hereunder as the Company and the Trustee Purchase Contract Agent shall be entitled from time to be paid, such compensation, time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided for herein, the Company will pay or to reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee Purchase Contract Agent in accordance with any of the provisions provision of this Indenture, Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its be determined to have been caused by the Purchase Contract Agent’s own negligence gross negligence, willful misconduct or willful misconduct. The Company shall bad faith (as determined by a court of competent jurisdiction in a final non-appealable order); and (c) to indemnify the Trustee or Purchase Contract Agent and any predecessor Purchase Contract Agent, the Trustee (and their respective directors, officers, agentsemployees, directors agents and employees) representatives for, and shall to hold them harmless against, any and all loss, liabilityliability or expense (including, claimwithout limitation, damage damages, fines, penalties, suits, actions, demands, costs, and legal fees and expenses) incurred without gross negligence, willful misconduct or expensebad faith on their part (as determined by a court of competent jurisdiction in a final non-appealable order), and further including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Purchase Contract Agent or the Trustee) related to, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s or enforcement the Trustee’s duties hereunder or any modification, supplement or waiver of this trustany of the terms hereof, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person. (bperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions hereof. The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction and discharge of the Equity-Linked Securities and the termination for any reason of this Agreement. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Purchase Contract Agent shall have a lien prior to that of the Securities upon all property and funds held or collected by the Trustee Purchase Contract Agent as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Transfer and Servicing Agreement, the Issuer shall direct the Servicer to pay and the Servicer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinTransfer and Servicing Agreement, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Transfer and Servicing Agreement, the Issuer shall direct the Servicer to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel (which the Indenture Trustee shall determine), claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted by the Company, a Guarantor, any Holder or any other Person. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.or

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the Trustee, Trustee from time to time such reasonable compensation as the Company and the Trustee shall be entitled from time to be paid, such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence or willful misconduct. The Company shall ; and (c) to indemnify the Trustee or any predecessor Trustee (and their its directors, officers, agents, directors and employees) employees for, and shall to hold them harmless against, any and all loss, liability, claim, damage liability or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, expense reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs incurred with enforcing the Company’s indemnification obligations and expenses of defending itself against or investigating any claim or liability in connection with the exercise or performance of liability whether asserted by any of its powers or duties hereunder. As security for the Company, a Guarantor, any Holder or any other Person. (b) The performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior 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 benefit payment of principal of (and premium, if any) or interest on particular Securities. The obligations of the holders of particular Securities; and (ii) Company set forth in this Section shall survive the payment in full of all amounts due and owing hereunder and under the Securities, the termination and discharge of this Indenture and or the earlier resignation or removal of the Trustee. (c) Where . When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in connection with a bankruptcy event of defaultSection 501(5) and (6), such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the such services are intended to constitute expenses of administration under applicable Federal any bankruptcy law or State, bankruptcy, insolvency any similar federal or other lawstate law for the relief of debtors.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, and Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee shall be entitled to be paid, such compensation, under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses incurred or made by it (including without limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and disbursements advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this IndentureIndenture (including but in no way limited to any expenses incurred pursuant to Section 5.04, including such compensation as has been agreed between Section 5.05 and Section 5.06), any of the Trustee Transaction Documents or any Series Enhancement. Such expenses shall include the reasonable fees and out-of-pocket expenses, disbursements and advances of the Company from time to time and the expenses and disbursements of its Indenture Trustee’s agents, counsel any co-trustee, counsel, accountants and of all Persons not regularly in its employexperts, except any such expense expense, disbursement or disbursement advance as may arise from its own negligence or willful misconductbad faith. The Company In no event shall indemnify the Indenture Trustee advance any funds for the payment of principal, interest or premium on any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration or enforcement of this trust, including the reasonable costs and expenses of defending itself against any claim of liability whether asserted by the Company, a Guarantor, any Holder or any other PersonNotes. (b) The Issuer shall indemnify the Indenture Trustee against any and all loss, liability or expense (including the reasonable fees of either in-house counsel or outside counsel, but not both) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including but not limited to the fees and expenses of enforcing the contractual and indemnification obligations of the Company under this Section 7.06 to compensate Issuer hereunder. The Indenture Trustee shall notify the Issuer and indemnify the Trustee and to pay or reimburse the Trustee Servicer promptly of any claim for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected which it may seek indemnity. Failure by the Indenture Trustee as suchto so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, except funds held in trust for liability or expense could have been avoided with such prompt notification and then only to the benefit extent of such loss, expense or liability which could have been so avoided. The Issuer shall defend any claim against the holders Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall pay the fees and expenses of particular Securities; and (ii) survive such counsel. Neither the termination of this Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture and resignation Trustee through the Indenture Trustee’s own willful misconduct, negligence or removal of the Trusteebad faith. (c) Where The Servicer’s and the Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture; provisions of this Section regarding the reimbursement and indemnification of the Indenture Trustee shall survive the resignation and removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in connection Section 5.02(d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. (d) Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Servicer’s or the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 11.17. (e) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (f) in no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (g) To help fight the funding of terrorism and money laundering activities, the Indenture Trustee may obtain, verify, and record information that identifies individuals or entities that establish a relationship or open account with the Indenture Trustee; the Indenture Trustee may ask for information reasonably necessary to identify the individual or entity who is establishing the relationship or opening the account; the Indenture Trustee may also ask for formation documents such as articles or incorporation, an offering memorandum or other identifying documents be provided to it.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer ----------------------------------------------- shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. The Issuer shall direct the Trustee Servicer to indemnify, defend and hold harmless, and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Servicer shall indemnify the Indenture Trustee or any predecessor Trustee (and their its officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer, Seller or FCNB to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. The Servicer shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Servicer shall pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct or negligence. The Servicer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or earlier ----------- resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.2(c) or -------------- (d) with respect to the Issuer, a Guarantor, any Holder the expenses are intended to constitute expenses --- of administration under Title 11 of the United States Code or any other Person. (b) The applicable federal or state bankruptcy, insolvency or similar law. To secure the Servicer's and Issuer's payment obligations of the Company under in this Section 7.06 to compensate and indemnify ------- 6.7, the Indenture Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Securities upon Notes on all money or --- property and funds held or collected by the Trustee Indenture Trustee, in its capacity as suchIndenture Trustee, except funds money or property held in trust for to pay principal of, and interest on, the benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the TrusteeNotes. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Servicer shall pay to the Trustee, Indenture Trustee from time to time reasonable compensation for all services rendered by Indenture Trustee and the Trustee shall be entitled to be paid, such compensation, Authenticating Agent under this Agreement (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or Servicer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indentureit, including such costs of collection, in addition to the compensation as has been agreed between for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of Indenture Trustee's agents, counsel, accountants and experts. Issuer shall direct Servicer to indemnify, defend and hold harmless, and Servicer shall indemnify Indenture Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, claim (including taxes, other than taxes based upon, measured by the fees of either in-house counsel or determined by the income of the Trustee, reasonably outside counsel) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document, including any claim arising from any failure by Issuer or Transferor to pay when due any sales, excise, transfer or personal taxes relating to the reasonable costs Receivables. Indenture Trustee shall notify Issuer and Servicer promptly of any claim for which it may seek indemnity. Failure by Indenture Trustee to so notify Issuer and Servicer shall not relieve Issuer or Servicer of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. Servicer shall defend any claim against Indenture Trustee, Indenture Trustee may have separate counsel and, if it does, Servicer shall pay the fees and expenses of defending itself such counsel. Neither Issuer nor Servicer need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the Company, a Guarantor, any Holder Indenture Trustee through Indenture Trustee's own willful misconduct or any other Person. (b) The negligence. Servicer's payment obligations of the Company under to Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) SECTION 6.7 shall survive the termination discharge of this Indenture and or earlier resignation or removal of the Indenture Trustee. (c) Where the . When Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in SECTION 5.2(c) or renders services in connection 5.2(d) with a bankruptcy event of defaultrespect to Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. To secure Servicer's and Issuer's payment obligations in this SECTION 6.7, Indenture Trustee shall have a lien prior to the Notes on all money or property held or collected by Indenture Trustee, in its capacity as Indenture Trustee, except money or property held in trust to pay principal of, or interest on, the Notes.

Compensation, Reimbursement and Indemnification. (a) The Company Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services pursuant to that certain fee letter, dated November 18, 2011, by and between the Issuer and the Indenture Trustee, and as the Trustee shall same may be entitled amended, restated, supplemented or otherwise modified from time to be paid, such compensation, which time in accordance with the terms thereof. The Indenture Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or The Issuer shall reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this Indenture, including such compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its Indenture Trustee’s agents, counsel counsel, accountants and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconductexperts. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) forIssuer shall, and shall hold them harmless againstcause the Servicer to, indemnify the Indenture Trustee and each of its directors, officers, employees and agents against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder and under any other Transaction Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs and expenses extent of defending itself such loss, expense or liability which could have been so avoided. Neither the Issuer nor the Servicer will be required to reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee’s own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) The obligations of bad faith. When the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services after the occurrence of a Default specified in connection subsection 5.02(d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law. Notwithstanding anything herein to the contrary, the obligations of the Issuer hereunder shall be payable solely out of assets of the Issuer available for such purposes pursuant to, and in accordance with, the priority of payments set forth in each Indenture Supplement.

Compensation, Reimbursement and Indemnification. (a) The Company shall agrees: (1) to pay to the Trustee, Trustee from time to time such compensation as shall from time to time be agreed in writing between the Company and the Trustee shall be entitled to be paid, such 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, agents and counsel and of all Persons not regularly in its employemploy acting on behalf of the Trustee), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own gross negligence or willful misconduct. The Company shall ; and (3) to indemnify each of the Trustee or any predecessor Trustee (and their its officers, agentsdirectors, directors agents and employees) employees for, and shall to hold them it harmless against, any and all loss, liabilitydamage, claimclaims, damage liability or expense, including taxesthe reasonable fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), reasonably incurred by the Trustee without gross negligence or willful misconduct on its part and part, arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or enforcement of this trusttrusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, or any Holder or any other Person. ) or liability in connection with the exercise or performance of any of its powers or duties hereunder , or in connection with enforcing the provisions of this Section. In the event any action, suit or proceeding is brought against any Trustee in connection with any claim for which it is entitled to indemnity hereunder, it shall promptly notify the Company in writing, enclosing a copy of all papers served. Failure or delay by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company shall not have been prejudiced as a result of such failure or delay. All counsel employed to defend any such claim shall be retained directly by the Company and may serve as counsel to the Company and/or one or more Trustees. Absent a conflict of interest, the Company shall not be required to pay the fees and expenses of more than one law firm in connection with its obligations hereunder. A Trustee entitled to indemnification may, in addition to counsel engaged by the Company, engage counsel to represent such Trustee at its sole expense. Notwithstanding any other provision of this Indenture, the Company shall not be liable to pay any settlement agreed to without its written consent. In the event the Trustee incurs expenses or renders services in any proceedings which result from the occurrence or continuance of an Event of Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any event which, solely by virtue of the passage of time, would become such an Event of Default, the expenses so incurred (bincluding the reasonable charges and expenses of its counsel) and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. The provisions of this Section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior 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 benefit payment of the holders principal of (and premium, if any) or interest on particular Securities; and (ii) survive the termination of . In addition to, but without prejudice to its other rights under this Indenture and resignation or removal of the Trustee. (c) Where Indenture, when the Trustee incurs expenses or renders services in connection with a bankruptcy event an Event of defaultDefault specified in Sections 5.01(5) and (6), such costs and the expenses (including the reasonable attorneys’ fees charges and expensesexpenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State, state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnification. The Company agrees: (a) The Company shall to pay to the TrusteePurchase Contract Agent, from time to time, compensation for all services rendered by it hereunder as the Company and the Trustee Purchase Contract Agent shall be entitled from time to be paid, such compensation, time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except b) except as otherwise expressly provided for herein, the Company will pay or to reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements advances incurred or made by the Trustee Purchase Contract Agent in accordance with any of the provisions provision of this Indenture, Agreement (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its be determined to have been caused by the Purchase Contract Agent’s own negligence gross negligence, willful misconduct or willful misconduct. The Company shall bad faith; and (c) to indemnify the Trustee or Purchase Contract Agent and any predecessor Purchase Contract Agent, the Trustee (and their officers, agents, directors respective agents and employees) representatives for, and shall to hold them harmless against, any costs, expenses and all lossliabilities (including, liabilitywithout limitation, claimdamages, damage fines, penalties, suits, actions, demands, costs, and legal fees and expenses) incurred without gross negligence, willful misconduct or expensebad faith on their part, and further including taxes, taxes (other than taxes based upon, measured by or determined by the income of the Purchase Contract Agent or the Trustee) related to, reasonably incurred by the Trustee without negligence or willful misconduct on its part and arising out of or in connection with the acceptance or administration of the Purchase Contract Agent’s or enforcement of this trustthe Trustee’s duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether asserted by the Company, a Guarantor, any Holder or any other Person. (bperson) 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 7.07. The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction and discharge of the Equity Linked Securities and the termination for any reason of this Agreement. As security for the performance of the obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by Purchase Contract Agent shall have a lien prior to that of the Securities upon all property and funds held or collected by the Trustee Purchase Contract Agent as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company shall pay to Issuer hereby agrees: (i) On each Payment Date, the Trustee, and the Indenture Trustee shall be entitled to be paid, such compensation, which shall not be limited by any provision of law receive the Indenture Trustee's Fee in regard accordance with Section 12.01(a). (ii) to the compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except as otherwise expressly provided herein, the Company will pay or reimburse the Indenture Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Indenture Trustee in accordance with any of the provisions provision of this Indenture, Indenture (including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from its own be attributable to the negligence or willful misconduct. The Company shall bad faith of the Indenture Trustee; and (iii) to indemnify the Indenture Trustee in its capacity as such or in its capacity as Paying Agent, Note Registrar, Tax Administrator, or any predecessor Trustee (and their other capacity hereunder, its directors, officers, agentsemployees, directors agents and employees) "control" persons within the meaning of the 1933 Act for, and shall to hold them harmless against, any and all loss, liability, claim, damage liability or expense, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably reasonable attorney's fees) incurred by the Trustee without negligence or willful misconduct bad faith on its part and their part, arising out of of, or in connection with with, the acceptance or administration or enforcement of this trusttrust or any other obligation hereunder (including, without limitation, action taken by the Indenture Trustee at the direction of any Holder pursuant to this Indenture), including the reasonable costs and expenses of defending itself themselves against any claim in connection with the exercise or performance of liability whether asserted by the Company, a Guarantor, any Holder of their power or any other Personduties hereunder. (b) The As security for the payment obligations of the Company under this Issuer pursuant to Section 7.06 7.07(a)(i), the Issuer hereby Grants to compensate and indemnify the Indenture Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior ranking at all times senior to that the lien of the Securities Notes with respect to which any claim of the Indenture Trustee under such Section arose and senior to all other liens, if any, upon all property and funds held or collected as part of the Trust Estate for such Notes by the Indenture Trustee in its capacity as such, except funds held in trust for the benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. (a) The Company Pursuant to the Administration Agreement, the Issuer shall direct the Administrator to pay and the Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee, and the Trustee shall be entitled to be paid, such compensation, which 's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard . Pursuant to the compensation of a trustee of an express trust). Except as otherwise expressly provided hereinAdministration Agreement, the Company will pay or Administrator shall reimburse the Indenture Trustee upon its request for all reasonable out-of- pocket expenses and disbursements incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the provisions of this IndentureIndenture Trustee's agents, including such compensation as has been agreed between counsel, accountants and experts. Pursuant to the Trustee Administration Agreement, the Issuer shall direct the Administrator to indemnify and the Company from time to time and the expenses and disbursements of its agents, counsel and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company Administrator shall indemnify the Indenture Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, against any and all loss, liabilityliability or expense (including the fees of either in-house counsel or outside counsel, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably but not both) incurred by the Trustee without negligence or willful misconduct on its part and arising out of or it in connection with the acceptance or administration or enforcement of this trusttrust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder unless such loss, including liability or expense could have been avoided with such prompt notification and then only to the reasonable costs extent of such loss, expense or liability which could have been so avoided. Pursuant to the Administration Agreement, the Administrator shall defend any claim against the Indenture Trustee, the Indenture Trustee may have separate counsel and, if it does, the Administrator to pay the fees and expenses of defending itself such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any claim of loss, liability whether asserted or expense incurred by the CompanyIndenture Trustee through the Indenture Trustee's own willful misconduct, a Guarantor, any Holder negligence or any other Person. (b) bad faith. The Administrator's payment obligations of to the Company under Indenture Trustee pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) shall survive the termination discharge of this Indenture. When the Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses after the occurrence of a Default specified in Section 5.02(c) or renders services in connection (d) with a bankruptcy event of defaultrespect to the Issuer, such costs and the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are --------------- --- intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal federal or State, state bankruptcy, insolvency or other similar law.. Notwithstanding anything herein to the contrary, the Indenture Trustee's right to enforce any of the Administrator's payment obligations pursuant to this Section shall be subject to the provisions of Section 12.16. -------------

Compensation, Reimbursement and Indemnification. (a1) The Company shall Issuer agrees: (1) to pay to the Trustee, and Indenture Trustee (no less frequently than each Payment Date) the Trustee shall be entitled to be paid, such compensation, compensation required under the Supplemental Indenture for each Series (which compensation 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 from time to time may 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 (which compensation will not be limited by any provision of law in regard to regarding the compensation of a trustee of an express trust). Except ; (2) except as otherwise expressly provided hereinin this Indenture, the Company will pay or to reimburse the Indenture Trustee and the Fiscal Agent upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Indenture Trustee in accordance with pursuant to this Indenture and any of Transaction Document (including all costs and expenses incurred by the provisions of this Indenture, including such compensation as has been agreed between the Indenture Trustee and the Company from time to time Fiscal Agent exercising any remedies under this Indenture and the reasonable compensation and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement or disbursement as advance that may arise from be attributable to its own negligence or willful misconduct. The Company shall bad faith); and (3) to indemnify the Trustee or any predecessor Trustee (Indenture Trustee, the Fiscal Agent and their respective officers, agentsdirectors, directors employees and employees) for, and shall hold them harmless against, agents against any and all loss, liability, claimexpense, damage or expense, including taxes, other than taxes based upon, measured by injury suffered or determined by the income of the Trustee, reasonably incurred by the Trustee sustained without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trust, including (x) the reasonable costs and expenses of defending itself against any claim or liability from the exercise or performance of liability whether asserted by any of its powers or duties under this Indenture and the Company, a Guarantor, any Holder or Transaction Documents and (y) to the extent such Person has not been indemnified therefor under any other PersonTransaction Document, the maintenance and administration of any account. (b2) The obligations If, on any date when a fee is payable to the Indenture Trustee pursuant to this Indenture, sufficient funds are not available for its payment, any portion of a fee not paid shall be deferred and payable, together with compensatory interest (at a rate not to exceed the Company under this Section 7.06 to compensate federal funds rate), on the next date on which a fee is payable and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and sufficient funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trusteeare available. (c3) Where Amounts payable or reimburseable to the Indenture Trustee incurs by the Issuer shall not be funded from the collateral for any Series other than the Series in respect of which such losses, costs or expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other lawwere incurred.

Compensation, Reimbursement and Indemnification. The Guarantor agrees: (a1) The Company shall to pay to the Trustee, and the Capital Guarantee Trustee shall be entitled from time to be paid, time such compensation, 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, as the Company and the Trustee from time to time may 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 ); (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, the Company will pay or to reimburse the Capital Guarantee Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Capital Guarantee Trustee in accordance with any provision of this Capital Securities Guarantee (including the costs of collection, and the compensation, expenses, advances and disbursements of the provisions of this IndentureCapital Guarantee Trustee’s counsel, accountants and experts), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, damage, claim, liability or expense (including such compensation as has been agreed between the Trustee and the Company from time to time and the reasonable compensation, expenses and disbursements of its agents, counsel the Capital Guarantee Trustee’s agents and of all Persons not regularly in its employ, except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employeescounsel) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct bad faith on its part and part, arising out of or in connection with the acceptance or administration of the trust or enforcement the performance of this trusttheir duties hereunder, including but not limited to the costs and expenses (including the reasonable costs compensation, expenses and expenses disbursements of the Capital Guarantee Trustee’s agents and counsel) of defending itself against against, or investigating, any claim or liability in connection with the exercise or performance of liability whether asserted by any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the Company, a Guarantor, any Holder or any other Person. (b) termination of this Capital Securities Guarantee. The obligations of the Company Guarantor under this Section 7.06 shall not be subordinate to compensate and indemnify the payment of Senior Indebtedness pursuant to Section 6.2. As security for the performance of those obligations, the Capital Guarantee Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by shall have a lien prior to that of the Capital Securities upon all property and funds held or collected by the Capital Guarantee Trustee as such, except funds held in trust for the benefit payment of the holders principal of (or premium, if any) or any interest on particular Capital Securities; and (ii) . The obligations of the Guarantor under this Section shall survive the termination removal or resignation of the Capital Guarantee Trustee and the satisfaction and discharge of this Indenture and resignation or removal of the TrusteeCapital Securities Guarantee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.

Compensation, Reimbursement and Indemnification. The Lessee agrees: (a) The Company shall pay to pay, within 30 days of receipt of an invoice from the Trustee, to the Trustee, and the Trustee shall be entitled from time to be paidtime, such compensation, which shall not be limited by any provision reasonable compensation in accordance with Trustee’s schedule of law in regard to the compensation of a trustee of an express trustfees, as the Company and the Trustee agreed to from time to time may agree in writingby Xxxxxx and Trustee, 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 (hereunder, which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except ; (b) except as otherwise expressly provided herein, the Company will pay or to promptly reimburse the Trustee upon its request for all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture, including such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel, except any such expense expense, disbursement or disbursement advance as may arise from its own be attributable to the Trustee's gross negligence or willful misconduct. The Company shall indemnify ; (c) subject to the limitations and exceptions in the New Mexico Tort claims Act, NMSA 1978, §§ 41-4-1 to 41-4-27, and to the extent it otherwise lawfully may, Lessee will indemnify, defend and hold the Trustee or harmless against any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage liability or expense, expense including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably reasonable attorneys’ fees incurred by the Trustee without gross negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustthe trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of liability whether asserted by the Company, a Guarantor, any Holder of its powers or any other Person.duties hereunder; and (bd) The obligations of the Company under this Section 7.06 to compensate Trustee's fees and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust compensation for the benefit performance of its duties as paying agent under the holders of particular Securities; and (ii) survive the termination terms of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.shall be as follows: Acceptance Fee: $500.00 Annual Fee: 500.00 NMGRT @ 7.75% 77.50 $1,077.50

Compensation, Reimbursement and Indemnification. Each of the Partnerships agrees, on a joint and severable basis: (a1) The Company shall pay to the Trusteepay, and the Trustee shall be entitled or cause to be paid, such compensation, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and the Partnerships 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, as the Company and the Trustee from time to time may 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 (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust). Except 2) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Company will pay or reimburse the Pass Through Trustee upon its request for all reasonable expenses out-of-pocket expenses, disbursements and disbursements 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 such the reasonable compensation as has been agreed between the Trustee and the Company from time to time and the expenses and disbursements of its agents, counsel agents and of all Persons not regularly in its employcounsel), except any such expense expense, disbursement or disbursement advance as may arise from be attributable to its own negligence negligence, willful misconduct or bad faith. 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 any tax incurred without negligence, bad faith or willful misconduct. The Company shall indemnify the Trustee or any predecessor Trustee (and their officers, agents, directors and employees) for, and shall hold them harmless against, any and all loss, liability, claim, damage or expense, including taxes, other than taxes based upon, measured by or determined by the income of the Trustee, reasonably incurred by the Trustee without negligence or willful misconduct on its part and part, arising out of or in connection with the acceptance or administration or enforcement of this trustPass Through Trust (other than any tax attributable to the Pass Through Trustee's compensation for serving as such), including the reasonable any costs and expenses incurred in contesting the imposition of defending any such tax. If the Pass Through Trustee reimburses itself against for any claim of liability whether asserted by such tax, it will within 30 days mail a brief report setting forth the Company, a Guarantor, any Holder or any other Personcircumstances thereof to all Certificateholders as their names and addresses appear in the Register. (b) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses and disbursements shall: (i) be secured by a lien prior 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 benefit of the holders of particular Securities; and (ii) survive the termination of this Indenture and resignation or removal of the Trustee. (c) Where the Trustee incurs expenses or renders services in connection with a bankruptcy event of default, such costs and expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute expenses of administration under applicable Federal or State, bankruptcy, insolvency or other law.