Common use of Compensation, Reimbursement and Indemnification Clause in Contracts

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee shall be entitled to receive as compensation for acting as Indenture Trustee and, if applicable, Note Registrar, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof, a fee equal to one-twelfth (1/12th) of $9,000 (which compensation shall not be limited by any law on compensation of a trustee of an express trust). In addition to compensation for its services, the Issuer shall reimburse the Indenture Trustee and the Note Registrar, in each case in accordance with the priority set forth in Section 8.06 hereof, for all reasonable and documented 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 advances incurred or made by the Indenture Trustee and the Note Registrar in accordance with any of the provisions of this Indenture (including, but in no way limited to, any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction Documents. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. The Issuer shall, in accordance with the priority set forth in Section 8.06, indemnify the Indenture Trustee and the Note Registrar and each of their respective officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with this Indenture and the performance of their respective duties hereunder and under the Transaction Documents, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer. 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, 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 shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall reimburse the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud or bad faith. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee and the discharge, termination or assignment of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) 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 Section 11.17(a).

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee Paying Agent and the Note Registrar shall be entitled to receive as compensation for acting as Indenture Trustee and, if applicable, Note Registrarrecover, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof, compensation of a fee equal to one-twelfth (1/12th) of $9,000 12,000 (which compensation shall not be limited by any law on compensation of a trustee of an express trust). In addition to compensation for its services, the Issuer Co-Issuers shall reimburse each of the Indenture Trustee Paying Agent and the Note Registrar, in each case in accordance with the priority set forth in Section 8.06 hereof, for all reasonable and documented out-of-pocket expenses incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee Paying Agent and the Note Registrar in accordance with any of the provisions of this Indenture (including, but in no way limited to, any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction Documents. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee Paying Agent or the Note Registrar or any agent of the Indenture Trustee thereof advance any funds for the payment of principal, interest or premium on any Notes. The Issuer Co-Issuers shall, in accordance with the priority set forth in Section 8.06, jointly and severally indemnify the Indenture Trustee Paying Agent and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents, including in connection with any enforcement (including any action, claim or suit brought) by . Each of the Indenture Trustee or Paying Agent and the Note Registrar of any indemnification or other obligation of the Issuer. The Indenture Trustee shall notify the Issuer Co-Issuers and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee Paying Agent or the Note Registrar to so notify the Issuer Co-Issuers and the Servicer shall not relieve the Issuer Co-Issuers 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 Co-Issuers shall defend any claim against each of the Indenture TrusteePaying Agent and the Note Registrar; provided, however, the Indenture Trustee Paying Agent or the Note Registrar, as applicable, may have separate counsel and, if it does, the Issuer Co-Issuers shall reimburse the Indenture Trustee it for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer Co-Issuers nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee Paying Agent or the Note Registrar through the Indenture Trustee’s its own willful misconduct, negligence, intentional fraud or bad faith. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee Paying Agent or the Note Registrar, as applicable, and the discharge, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) Notwithstanding anything herein to the contrary, the Indenture TrusteePaying Agent’s right and the Note Registrar’s respective rights to enforce any of the Issuer’s Co-Issuers’ payment obligations pursuant to this Section 6.07 6.21 shall be subject to the provisions of Section 11.17(a11.16(a).

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee shall be entitled to receive recover as compensation compensation, for acting as Indenture Trustee and, if applicable, Note Registrar, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof8.06, a an annual fee equal to one-twelfth (1/12th) of $9,000 (which compensation shall not be limited by any law on compensation of a trustee of an express trust) equal to $10,000, payable monthly, calculated on the basis of a 360-day year consisting of twelve 30-day months (or in the case of the initial Payment Date, 36 days). In addition to compensation for its services, the Issuer shall reimburse the Indenture Trustee and the Note Registrarreimburse, in each case in accordance with the priority set forth in Section 8.06 hereof8.06, (i) the Indenture Trustee and the Note Registrar, for all reasonable and documented out-of-pocket expenses (including reasonable fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts) incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee and the Note Registrar in accordance with any of the provisions of this Indenture (including, including but in no way limited to, to any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction DocumentsDocuments and (ii) the Account Bank, for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with Section 8.02(f), if any. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. The Issuer shall, in accordance with the priority set forth in Section 8.06, indemnify and hold harmless the Indenture Trustee Trustee, the Account Bank and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents. The Indenture Trustee, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee Account Bank or the Note Registrar of any indemnification or other obligation of the Issuer. The Indenture Trustee Registrar, as applicable, shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee Trustee, the Account Bank or the Note Registrar, as applicable, to so notify the Issuer and the Servicer 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 Issuer shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall reimburse the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee Trustee, the Account Bank or the Note Registrar, as applicable, through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud or bad faithfaith of the Indenture Trustee, the Account Bank or the Note Registrar, as applicable. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee and the discharge, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a5.02(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) Notwithstanding anything herein to the contrary, the right of the Indenture Trustee’s right , the Account Bank or the Note Registrar, as applicable, to enforce any of the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 11.17(a11.16(a).

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee shall be entitled to receive as compensation for acting as Indenture Trustee and, if applicable, Note Registrarrecover, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof, a fee equal to one-twelfth (1/12th) of $9,000 12,000 (which compensation shall not be limited by any law on compensation of a trustee of an express trust). In addition to compensation for its services, the Issuer shall reimburse the Indenture Trustee and the Note Registrar, in each case in accordance with the priority set forth in Section 8.06 hereof, for all reasonable and documented out-of-pocket expenses incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee and the Note Registrar in accordance with any of the provisions of this Indenture (including, including but in no way limited to, to any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction Documents. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. The Issuer shall, in accordance with the priority set forth in Section 8.06, indemnify the Indenture Trustee and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer. 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, 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 shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall reimburse the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud or bad faith. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee and the discharge, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a5.02(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) 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 Section 11.17(a11.16(a).

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee shall be entitled to receive as compensation for acting as Indenture Trustee and, if applicable, Note Registrarrecover, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof, compensation a fee equal to one-twelfth (1/12th) of $9,000 27,500 (which compensation shall not be limited by any law on compensation of a trustee of an express trust). In addition to compensation for its services, the Issuer Co-Issuers shall reimburse the Indenture Trustee and the Note RegistrarTrustee, in each case in accordance with the priority set forth in Section 8.06 hereof, for all reasonable and documented out-of-pocket expenses incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee and the Note Registrar in accordance with any of the provisions of this Indenture (including, including but in no way limited to, to any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction Documents. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. The Issuer Co-Issuers shall, in accordance with the priority set forth in Section 8.06, jointly and severally indemnify the Indenture Trustee and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer. The Indenture Trustee shall notify the Issuer Co-Issuers and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer Co-Issuers and the Servicer shall not relieve the Issuer Co-Issuers 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 Co-Issuers shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer Co-Issuers shall reimburse the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer Co-Issuers nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud or bad faith. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee and the discharge, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a5.02(d) with respect to the IssuerCo-Issuers, the expenses are intended to constitute expenses of administration under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any of the Issuer’s Co-Issuers’ payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 11.17(a11.16(a).

Compensation, Reimbursement and Indemnification. (a) The Indenture Trustee shall be entitled to receive recover as compensation compensation, for acting as Indenture Trustee and, if applicable, Note Registrar, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof8.06, a an annual fee equal to one-twelfth (1/12th) of $9,000 (which compensation shall not be limited by any law on compensation of a trustee of an express trust) equal to $10,000, payable monthly, calculated on the basis of a 360-day year consisting of twelve 30-day months (or in the case of the initial Payment Date, 25 days). In addition to compensation for its services, the Issuer shall reimburse the Indenture Trustee and the Note Registrarreimburse, in each case in accordance with the priority set forth in Section 8.06 hereof8.06, (i) the Indenture Trustee and the Note Registrar, for all reasonable and documented out-of-pocket expenses (including reasonable fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts) incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee and the Note Registrar in accordance with any of the provisions of this Indenture (including, including but in no way limited to, to any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 and Section 5.07), or any of the Transaction DocumentsDocuments and (ii) the Account Bank, for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with Section 8.02(f), if any. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any agents, any co-trustee, counsel, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any Notes. The Issuer shall, in accordance with the priority set forth in Section 8.06, indemnify and hold harmless the Indenture Trustee Trustee, the Account Bank and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents. The Indenture Trustee, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee Account Bank or the Note Registrar of any indemnification or other obligation of the Issuer. The Indenture Trustee Registrar, as applicable, shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee Trustee, the Account Bank or the Note Registrar, as applicable, to so notify the Issuer and the Servicer 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 Issuer shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall reimburse the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee Trustee, the Account Bank or the Note Registrar, as applicable, through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud or bad faithfaith of the Indenture Trustee, the Account Bank or the Note Registrar, as applicable. (b) The provisions of this Section shall survive the resignation and removal of the Indenture Trustee and the discharge, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a5.02(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) Notwithstanding anything herein to the contrary, the right of the Indenture Trustee’s right , the Account Bank or the Note Registrar, as applicable, to enforce any of the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the provisions of Section 11.17(a11.16(a).

Compensation, Reimbursement and Indemnification. (a) The Issuer shall pay to the Indenture Trustee shall be entitled from time to receive as time reasonable compensation for acting as all services rendered by the Indenture Trustee and, if applicable, Note Registrar, on each Payment Date and, in accordance with the priority set forth in Section 8.06 hereof, a fee equal to one-twelfth (1/12th) of $9,000 under this Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust). In addition to compensation for its services, the The Issuer shall reimburse the Indenture Trustee Trustee, the Paying Agent and the Note Registrar, in each case in accordance with the priority set forth in Section 8.06 hereof, Registrar for all reasonable and documented out-of-pocket expenses incurred or made by it (including, including without limitation, limitation expenses incurred in connection with notices or other communications to the Noteholders), disbursements and advances incurred or made by the Indenture Trustee Trustee, the Paying Agent and the Note Registrar in accordance with any of the provisions of this Indenture (including, including but in no way limited to, to any expenses incurred pursuant to Section 5.04, Section 5.05, Section 5.06 5.05 and Section 5.075.06), or any of the Transaction DocumentsDocuments or any Series Enhancement. Such expenses shall include the reasonable and documented fees and out-of-pocket expenses, disbursements and advances of any the Indenture Trustee’s agents, any co-trustee, the Paying Agent, counsel, agents, accountants and experts, except any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. In no event shall the Indenture Trustee or any agent of the Indenture Trustee advance any funds for the payment of principal, interest or premium on any NotesNotes or O/C Certificates. The Issuer shall, in accordance with the priority set forth in Section 8.06, shall indemnify the Indenture Trustee Trustee, the Paying Agent and the Note Registrar and each of their respective its officers, directors, agents and employees against any and all loss, suit, cost, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) counsel incurred by it in connection with the administration of this Indenture trust and the performance of their respective its duties hereunder and under the Transaction Documents, including in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer. 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, 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 shall defend any claim against the Indenture Trustee; provided, however, the Indenture Trustee may have separate counsel and, if it does, the Issuer shall reimburse pay the Indenture Trustee for payment of the reasonable and documented fees and expenses of such counsel, in accordance with the priority set forth in Section 8.06; provided, further, that the Indenture Trustee shall not be required to tender the defense to the Issuer of (i) any claims in connection with the enforcement (including any action, claim or suit brought) by the Indenture Trustee or the Note Registrar of any indemnification or other obligation of the Issuer, or (ii) any claim by the Issuer or its Affiliates that the Indenture Trustee or the Note Registrar breached its duties under this Indenture, at law, or under any applicable standard of care. The Issuer shall not agree without the Indenture Trustee’s consent to a settlement of a claim against the Indenture Trustee unless (i) such settlement includes an unconditional release of the Indenture Trustee from any liabilities arising out of such action, suit or proceeding, (ii) the sole relief under the settlement is monetary, (iii) the Issuer indemnifies the Indenture Trustee for the full amount of the settlement, and (iv) the settlement does not include any findings of fact or admissions by or regarding the Indenture Trustee. Neither the Issuer nor the Servicer shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence, intentional fraud negligence or bad faith. (b) 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, termination or assignment discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.02(a5.02(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (c) 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 Section 11.17(a11.15. (d) Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.